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 19, 2011
AMERICAN DENTAL PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 0-23363 | 04-3297858 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
American Dental Partners, Inc.
401 Edgewater Place, Suite 430
Wakefield, Massachusetts 01880
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s telephone number, including area code: (781) 224-0880
(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 (see General Instruction A.2. below):
| ¨ | 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 |
On May 19, 2011, the Company held its 2011 Annual Meeting of Stockholders. At the annual meeting, the Company’s stockholders voted on six proposals and cast their votes as described below.
| • | With respect to Proposal 1 (Election of Directors), the Company’s stockholders elected Fay Donohue, Dr. Lonnie H. Norris and Steven J. Semmelmayer as Class II Directors to serve three-year terms ending on the date of the Company’s 2014 annual meeting, or until their respective successors have been elected and qualified. |
| Nominee |
Votes For | Votes Withheld | ||||||
| Fay Donohue |
11,460,976 | 509,603 | ||||||
| Dr. Lonnie H. Norris |
7,569,777 | 4,400,802 | ||||||
| Steven J. Semmelmayer |
11,877,064 | 93,515 | ||||||
| • | With respect to Proposal 2 (Non-binding, Advisory Vote on Executive Compensation), the Company’s stockholders approved the following resolution: |
“RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
| Vote |
Shares | |||
| For |
11,698,329 | |||
| Against |
203,526 | |||
| Abstaining |
68,724 | |||
| Broker Non-votes |
1,751,018 | |||
| • | With respect to Proposal 3 (Non-binding, Advisory Vote on Frequency of Say-on-Pay Votes), the Company’s stockholders voted to hold a non-binding, advisory vote on executive compensation every year. |
| Vote |
Shares | |||
| 1 Year |
10,377,772 | |||
| 2 Years |
1,107 | |||
| 3 Years |
1,520,412 | |||
| Abstaining |
71,288 | |||
| • | With respect to Proposal 4 (Approval of an Amendment to the Company’s Amended 2005 Equity Incentive Plan), the Company’s stockholders approved an amendment to the Company’s Amended 2005 Equity Incentive Plan to increase the number of shares available under the plan by 525,000 shares. |
| Vote |
Shares | |||
| For |
11,329,617 | |||
| Against |
639,517 | |||
| Abstaining |
1,445 | |||
| Broker Non-votes |
1,751,018 | |||
| • | With respect to Proposal 5 (Approval of an Amendment to the Company’s Amended 2005 Directors Stock Option Plan), the Company’s stockholders approved an amendment to the Company’s Amended 2005 Directors Stock Option Plan to increase the number of shares available under the plan by 160,000 shares. |
| Vote |
Shares | |||
| For |
11,436,738 | |||
| Against |
531,924 | |||
| Abstaining |
1,917 | |||
| Broker Non-votes |
1,751,018 | |||
| • | With respect to Proposal 6 (Ratification of Independent Public Accountant), the Company’s stockholders ratified the selection by the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. |
| Vote |
Shares | |||
| For |
13,636,976 | |||
| Against |
82,960 | |||
| Abstaining |
1,661 | |||
| Broker Non-votes |
0 | |||
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.
| AMERICAN DENTAL PARTNERS, INC. | ||
| (Registrant) | ||
| May 20, 2011 | /s/ Breht T. Feigh | |
| Breht T. Feigh | ||
| Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) | ||