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):
 
May 17, 2011

 
Strategic Diagnostics Inc.
 

(Exact name of registrant as specified in its charter)
 
     
              Delaware             
     000-68440      
      56-1581761        
(State or other jurisdiction
(Commission
 
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
   
111 Pencader Drive
            Newark, DE              
 
 
             19702            
(Address of principal executive offices)
 
(Zip Code)

     
Registrant’s telephone number, including area code:
 
(302) 456-6789
 
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))
 
 
 

 

 
Item 5.02
 

On May 17, 2011, at the Registrant’s Annual Meeting of Stockholders (the “Meeting”), the Company’s stockholders approved an amendment to the Registrant’s 2000 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 6,000,000 to 8,000,000.

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

On May 17, 2011, the Registrant held the Meeting.  At the meeting, the stockholders voted on (1) the election of four directors, (2) an amendment to the Registrant’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock thereunder from 35,000,000 to 50,000,000, (3) an amendment to the Registrant’s 2000 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 6,000,000 to 8,000,000 and (4) the ratification of the appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for 2011.  The voting results on these proposals were as follows:

Proposal 1.  Election of four directors to hold office until 2013.

Nominee
 
Votes For
 
Withheld
 
Broker Non-Votes
Steven R. Becker
 
11,357,996
 
  63,505
 
7,082,732
Thomas A. Bologna.
 
11,317,496
 
104,005
 
7,082,732
Francis M. DiNuzzo
 
11,366,196
 
  55,305
 
7,082,732
David M. Wurzer
 
11,318,096
 
103,405
 
7,082,732

Proposal 2.  Amendment to the Registrant’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock thereunder from 35,000,000 to 50,000,000.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
16,739,026
 
1,568,679
 
196,528
 
--

Proposal 3.  Amendment to the Registrant’s 2000 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 6,000,000 to 8,000,000.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
8,914,393
 
2,352,855
 
154,253
 
--

Proposal 4.  Ratification of the appointment of KPMG LLP as the Registrant's independent registered public accounting firm for 2011.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
18,443,892
 
9,371
 
50,970
 
--
 
 
 

 
 
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.
 
         
   
Strategic Diagnostics Inc.
  
       
May 18, 2011
 
By:
 
/s/ Kevin J. Bratton                            
       
Name: Kevin J. Bratton
       
Title: Chief Financial Officer