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 25, 2011
GENMARK DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34753 | 27-2053069 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 5964 La Place Court, Suite 100 Carlsbad, California |
92008 | |
| (Address of principal executive offices) | (Zip Code) |
760-448-4300
(Registrant’s telephone number, including area code)
(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.
The following matters were voted upon at the Annual Meeting of Stockholders of GenMark Diagnostics, Inc. (the “Company”), held on May 25, 2011, at 8:00 a.m:
| 1. | To elect two members of the Board. The stockholders elected two Class I directors to hold office until the 2014 Annual Meeting of Stockholders, or until their successors are duly elected and qualified or until their earlier death, resignation or removal, by the following votes: |
| Name of Directors Elected |
For |
Withhold | ||
| Daryl Faulkner |
5,689,858 | 1,151,497 | ||
| James Fox, Ph.D. |
5,689,858 | 1,151,497 |
The following individuals are continuing directors with terms expiring upon the 2012 Annual Meeting of Stockholders: Hany Massarany and Kevin C. O’Boyle.
The following individual is a continuing director with a term expiring upon the 2013 Annual Meeting of Stockholders: Christopher Gleeson.
| 2. | To ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accountant for the 2011 fiscal year. The proposal was approved by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 9,513,567 |
9 | 7 | 0 |
| 3. | To vote on an advisory (non-binding) basis on the compensation of our named executive officers. The proposal was approved by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 6,840,408 |
646 | 301 | 2,672,228 |
| 4. | To vote on an advisory (non-binding) basis on the frequency of an advisory vote on executive compensation in the future. The vote of every One Year received the largest number of votes, as indicated below: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 3,201,866 |
35,512 | 319,979 | 3,283,978 | 2,672,228 |
Based on these voting results, the Company’s board of directors determined to hold an advisory vote on the compensation of its named executive officers every year until the next stockholder vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers. A stockholder vote on the frequency of stockholder votes on the compensation of named executive officers is required to be held at least once every six years.
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.
| GenMark Diagnostics, Inc. | ||||
| Date: May 27, 2011 | /s/ Paul Ross | |||
| Paul Ross | ||||
| Chief Financial Officer | ||||
| (principal financial and accounting officer) | ||||