Form: 8-K

Current report filing

November 15, 2010

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2010

 

 

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-15317   98-0152841

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

9001 Spectrum Center Blvd.

San Diego, California 92123

(Address of Principal Executive Offices)

(858) 836-5000

(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:

 

¨ 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.

(a) On November 11, 2010, we held our Annual Meeting of Stockholders in San Diego, California.

(b) At the Annual Meeting, our stockholders (i) elected each of our three nominees for director, (ii) approved an increase in the maximum aggregate limit of directors’ fees that we may pay in any fiscal year to all non-executive directors, as a group, from the current limit of $400,000 to a maximum aggregate amount not to exceed $800,000 during any fiscal year; (3) approved an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 200,000,000 to 350,000,000 shares; and (4) ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2011.

The results of each proposal voted on at the Annual Meeting are set forth below.

Proposal 1: Election of three directors, each to serve for a three-year term. The nominees for election as directors at the Annual Meeting were Kieran Gallahue, Michael Quinn and Richard Sulpizio.

 

Name

    For      Against      Abstain      Broker
Non-Vote		  

Kieran Gallahue

      110,465,664         1,889,051         63,568         8,964,489   

Michael Quinn

      102,623,666         9,527,479         267,138         8,964,489   

Richard Sulpizio

      111,340,054         1,007,532         70,697         8,964,489   

Proposal 2: To approve an increase in the maximum aggregate limit of directors’ fees that we may pay in any fiscal year to all non-executive directors, as a group, from the current limit of $400,000 to a maximum aggregate amount not to exceed $800,000 during any fiscal year.

 

For

   Against     Abstain     Broker
Non-Votes		  
90,928,062     20,744,202        746,019        8,964,489   

Proposal 3: To amend our certificate of incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000 shares.

 

For

   Against     Abstain     Broker
Non-Votes 		 
97,726,227     23,140,469        515,276        N/A   

Proposal 4: Ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2011.

 

For

   Against     Abstain     Broker
Non-Votes 		 
120,457,296     793,265        131,411        N/A   

(c) Not applicable.

 

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

 

Date: November 15, 2010

   RESMED INC.
  By:  

/S/    DAVID PENDARVIS      
  Name:   David Pendarvis
  Its:  

Secretary, Global General Counsel, &

Senior Vice President – Organizational Development