UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 5, 2011
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-50789 | 33-0145723 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
13950 Stowe Drive
Poway, California 92064
(Address of principal executive offices, including zip code)
(858) 726-1600
(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 5.07 Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Stockholders on May 5, 2011 to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on March 31, 2011. The final voting results from the meeting are set forth below.
Proposal 1: Election of Directors
Based on the following votes, the individuals named below were each elected to serve as our directors until our next Annual Meeting of Stockholders.
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Gerhard F. Burbach |
9,791,407 | 60,977 | 6,430,846 | |||||||||
| Todd P. Clyde |
9,791,218 | 61,166 | 6,430,846 | |||||||||
| Steven C. Mendell |
9,716,218 | 136,166 | 6,430,846 | |||||||||
| R. King Nelson |
9,714,218 | 138,166 | 6,430,846 | |||||||||
| Kenneth E. Olson |
9,716,068 | 136,316 | 6,430,846 | |||||||||
| John Sayward |
9,716,218 | 136,166 | 6,430,846 | |||||||||
Proposal 2: Ratification of selection of Independent Auditors
Based on the following votes, the selection of Ernst & Young LLP as our independent registered public accounting firm for the 2011 fiscal year was ratified.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 16,077,865 | 149,900 | 55,465 | 0 |
Proposal 3: Approval, by nonbinding vote, of executive compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,903,884 | 104,899 | 843,601 | 6,430,846 |
Proposal 4: Recommend, by nonbinding vote, the frequency of shareholder approval of executive compensation
Based on the approval of one year as the frequency of an advisory vote on the compensation of our named executive officers, our board of directors has determined that it will hold an advisory vote on the compensation of our named executive officers annually until the next required vote on the frequency of such an advisory vote.
| One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 6,632,757 | 620,640 | 1,758,593 | 840,394 | 6,430,846 |
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.
| DIGIRAD CORPORATION | ||
| By: | /s/ Richard B. Slansky | |
| Richard B. Slansky Chief Financial Officer | ||
Date: May 10, 2011