UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported): May 12, 2011
Hanger Orthopedic Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-10670 |
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84-0904275 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of incorporation) |
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Identification No.) |
10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices (zip code))
(512) 777-3800
(Registrants 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 below):
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 240.13d-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 12, 2011, Hanger Orthopedic Group, Inc. (the Company) held its 2011 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the Companys stockholders voted on the following proposals:
· The election of Ivan R. Sabel, Thomas F. Kirk, Thomas F. Cooper, Cynthia L. Feldmann, Eric A. Green, Stephen E. Hare, Isaac Kaufman, Peter J. Neff and Bennett Rosenthal to the Companys Board of Directors for a one-year term to hold office until the Companys 2012 Annual Meeting of Stockholders and until their successors are elected and qualified;
· to hold a stockholder advisory vote on the compensation of the Companys named executive officers;
· to hold a stockholder advisory vote on the frequency of holding future advisory votes on the compensation of the Companys named executive officers;
· to approve an amendment to the Companys Certificate of Incorporation providing for the removal of the class of Non-Voting Common Stock;
· to approve an amendment to the Companys Certificate of Incorporation to permit amendments to the Companys By-Laws by the Companys Board of Directors;
· to approve an amendment to the Companys Certificate of Incorporation to remove duplicative provisions and make certain other non-substantive changes; and
· to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors for the Company for the fiscal year ending December 31, 2011.
As of March 17, 2011, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 33,384,700 shares of the Companys Common Stock were outstanding and eligible to vote. Approximately 87.12% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for stockholder approval at the Annual Meeting:
Proposal 1: Election of Directors
Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Ivan R. Sabel |
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26,368,336 |
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805,644 |
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1,910,907 |
Thomas F. Kirk |
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26,845,016 |
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328,964 |
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1,910,907 |
Thomas F. Cooper |
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20,979,452 |
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6,194,528 |
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1,910,907 |
Cynthia L. Feldmann |
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26,481,064 |
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692,916 |
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1,910,907 |
Eric A. Green |
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21,462,246 |
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5,711,734 |
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1,910,907 |
Stephen E. Hare |
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26,598,615 |
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575,365 |
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1,910,907 |
Isaac Kaufman |
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26,844,614 |
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329,366 |
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1,910,907 |
Peter J. Neff |
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21,462,684 |
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5,711,296 |
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1,910,907 |
Bennett Rosenthal |
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25,272,808 |
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1,901,172 |
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1,910,907 |
Proposal 2: Advisory Vote on the Compensation of the Companys Named Executive Officers
Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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20,432,607 |
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6,702,192 |
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39,181 |
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1,910,907 |
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Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Companys Named Executive Officers
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
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24,732,890 |
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32,232 |
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2,392,945 |
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15,913 |
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1,910,907 |
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Proposal 4: Amendment to the Companys Certificate of Incorporation to Remove the Class of Non-Voting Common Stock
Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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28,896,741 |
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137,314 |
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50,832 |
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N/A |
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Proposal 5: Amendment to the Companys Certificate of Incorporation to Permit Amendments to the Companys Bylaws by the Companys Board of Directors
Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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19,718,443 |
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7,411,028 |
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44,509 |
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1,910,907 |
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Proposal 6: Amendment to the Companys Certificate of Incorporation to Remove Duplicative Provisions and Make Certain Other Non-Substantive Changes
Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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28,896,105 |
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140,428 |
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48,354 |
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N/A |
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Proposal 7: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
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27,937,295 |
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1,009,071 |
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138,521 |
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N/A |
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The Company has considered the results from the Annual Meeting on Proposal 3, the non-binding stockholder advisory vote on the frequency of future Say on Pay votes, and, in view of the voting results and other factors taken into consideration, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year until the next required stockholder advisory vote on the frequency of future advisory votes on executive compensation.
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.
HANGER ORTHOPEDIC GROUP, INC. |
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By: |
/s/Thomas E. Hartman |
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Thomas E. Hartman |
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Vice President and General Counsel |
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Dated: May16, 2011 |
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