Form: 8-K

Current report filing

November 19, 2013

 

 

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

November 13, 2013

Date of Report (Date of earliest event reported)

 

 

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 Boulevard

San Diego, California 92123

(Address of Principal Executive Offices) (Zip Code)

(858) 836-5000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ResMed Inc. 2009 Incentive Award Plan

On November 13, 2013, US Pacific time, at the annual meeting of our stockholders, our stockholders approved an amendment to the ResMed Inc. 2009 Incentive Award Plan, as noted in Item 5.07 below. Their approval also served as approval for purposes of section 162(m) of the US Internal Revenue Code. The amendment to the plan, among other things, (i) increased the number of shares of common stock reserved for issuance under the plan by 8,345,000 shares, (ii) modified the method by which full value shares are counted under the plan, (iii) added certain performance goals, and (iv) extended the plan’s term to September 11, 2023;

A description of the material terms of the plan, including the amendments, was included in our 2013 proxy statement filed with the Securities and Exchange Commission on October 2, 2013, and the proxy statement’s description of the plan and its terms are incorporated here by reference.

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

On November 13, 2013, US Pacific time, at our annual meeting of stockholders, our stockholders (i) elected the two nominees listed below to serve on our board of directors; (ii) ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2014; (iii) approved the compensation of our named executive officers; and (iv) approved the amendment to the ResMed Inc. 2009 Incentive Award Plan.

 

     For    Against    Abstain    Broker
Non-Votes

Item of Business No. 1: Election of the following two nominees to serve for

three-year terms until our annual meeting of stockholders in 2016:

            

Carol Burt

    101,229,545    113,596    196,669    8,213,640

Richard Sulpizio

    101,040,075    116,520    383,215    8,213,640
     For    Against    Abstain    Broker
Non-Votes

Item No. 2: Ratification of Auditors

    109,080,437    637,829    35,184    0
     For    Against    Abstain    Broker
Non-Votes

Item No. 3: Approval, on an advisory basis, of the compensation of ResMed’s

named executive officers.

    82,072,578    19,010,801    456,431    8,213,640
     For    Against    Abstain    Broker
Non-Votes

Item No. 4: Amendment to the ResMed Inc. 2009 Incentive Award Plan

    74,602,386    26,741,253    196,171    8,213,640

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibits:

   

Description of Document
10.1    Amendment to the ResMed Inc. 2009 Incentive Award Plan (incorporated by reference to Appendix A of ResMed Inc.’s Proxy Statement filed October 2, 2013).

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.

 

  RESMED INC.
Date: November 19, 2013   By:  

/s/ David Pendarvis
    Name:   David Pendarvis
    Its:   Chief administrative officer, global general counsel
      and secretary

EXHIBIT INDEX

 

Exhibits:

   

Description of Document
10.1    Amendment to the ResMed Inc. 2009 Incentive Award Plan (incorporated by reference to Appendix A of ResMed Inc.’s Proxy Statement filed October 2, 2013.