ROCHESTER MEDICAL CORPORATION - FORM 8-K - February 2, 2011

 
 

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

Date of Report (Date of earliest event reported): January 27, 2011

ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)

         
Minnesota   0-18933   41-1613227
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
One Rochester Medical Drive, Stewartville, MN 55976
    
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (507) 533-9600

 
Not Applicable
(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:

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

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

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

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

 
 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 27, 2011, Rochester Medical Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders. There were 12,175,752 shares of common stock entitled to vote at the meeting; 10,298,413 shares were represented at the meeting in person or by proxy. The Company’s shareholders voted on the following matters:
1.   The election of five directors to serve until the next Annual Meeting of Shareholders;
 
2.   The ratification of the selection of Grant Thornton LLP as our independent auditor for the fiscal year ending September 30, 2011;
 
3.   An advisory vote on a non-binding resolution to approve the compensation of our executives disclosed in this proxy statement; and
 
4.   An advisory vote on a non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the company shall be entitled to have an advisory vote on executive compensation.
The results of the shareholder votes are set forth below:
Board of Directors.
                         
Nominees   For   Withheld   Broker Non-Votes
Darnell L. Boehm
    5,398,778       177,262       4,722,373  
Anthony J. Conway
    5,320,562       255,478       4,722,373  
David A. Jonas
    5,256,721       319,319       4,722,373  
Roger W. Schnobrich
    5,397,148       178,892       4,722,373  
Benson Smith
    5,371,205       204,835       4,722,373  
Independent Auditor.
             
For   Against   Abstain   Broker Non-Votes
10,250,850
  26,485   21,078   0
Approval, on an Advisory Basis, of Executive Compensation.
             
For   Against   Abstain   Broker Non-Votes
4,425,745   166,862   983,433   4,722,373
Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
                 
One Year   Two Years   Three Years   Abstain   Broker Non-Votes
2,076,629   1,947,389   564,706   987,316   4,722,373
The Board of Directors will take into consideration the results of the advisory vote on the frequency of shareholder advisory votes on executive compensation stated above, and the Company will report the Board’s determination as to the frequency of such future advisory votes by amendment to this report of Form 8-K.

 

 

 

SIGNATURE
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.
Date: February 2, 2011
         
  ROCHESTER MEDICAL CORPORATION
 		  
  By:   /s/ David A. Jonas    
    David A. Jonas   
    Chief Financial Officer   
 

 

 

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