UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



February 14, 2017

Date of report (Date of earliest event reported)


Surmodics, Inc.

(Exact Name of Registrant as Specified in its Charter)


Minnesota

 

0-23837

 

41-1356149

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)



9924 West 74th Street

Eden Prairie, Minnesota

 

55344

(Address of Principal Executive Offices) (Zip Code)

(952) 500-7000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions  (see General Instruction A.2):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.07         Submission of Matters to a Vote of Security Holders.

On February 14, 2017, the Company held its 2017 Annual Meeting of Shareholders.  The final voting results of the proposals which were described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on December 22, 2016, are set forth below.

1.  Election of Directors.  Each of the individuals nominated by the Company’s Board of Directors to serve as Class II directors was duly elected by the Company’s shareholders, and the final results of the votes cast are as follows:

For   Withheld   Broker Non-Votes
José H. Bedoya 10,500,212 241,706 1,325,383
Susan E. Knight 10,529,735 212,183 1,325,383

2.  Set the Number of Directors.  The Company’s shareholders approved the proposal to set the number of directors at six (6) by the following vote:

For   Against   Abstain   Broker Non-Votes
11,902,468 103,177 41,052 -

3.  Ratification of the Appointment of Deloitte & Touche LLP.  The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2017 by the following vote:

For   Against   Abstain   Broker Non-Votes
11,989,328 50,093 7,276 -

4.  Advisory Vote on Executive Compensation.  The Company’s shareholders approved the compensation of the Company’s named executive officers, on an advisory basis, by the following vote:

For   Against   Abstain   Broker Non-Votes
10,335,759 370,846 14,709 1,325,383

5.  Frequency of Advisory Vote on Executive Compensation. The Company’s shareholders approved, on an advisory basis, the proposal recommending that the advisory vote on executive compensation should occur on an annual basis. The final voting results for this proposal were as follows:

One Year   Two Years   Three Years   Abstain
8,986,709 45,544 1,674,697 14,364


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SURMODICS, INC.

 

 
Date: February 17, 2017

 

/s/ Bryan K. Phillips

Bryan K. Phillips

Sr. Vice President, General Counsel and
Secretary