UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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
NUVASIVE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50744 | 33-0768598 | ||
| (State or Other
Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Idenitifcaiton Number) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices, with zip code)
(Address of principal executive offices, with zip code)
(858) 909-1800
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
(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):
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2011, NuVasive, Inc. (the “Company”), held its Annual Meeting of Stockholders (the
“Annual Meeting”). As of March 28, 2011, the record date of the Annual Meeting, there were
39,647,524 oustanding shares of the Company’s common stock. At the Annual Meeting, a quorum of
36,054,423 shares of the Company’s common stock were represented in person or by proxy. The
Company’s stockholders approved the four proposals listed below, which proposals are described in
detail in the Company’s definitive proxy statement for the Annual Meeting that was filed with the
Securities and Exchange Commission (“SEC”) on April 4, 2011. The final votes on the proposals
presented at the Annual Meeting are as follows:
Proposal 1:
Each of Robert J. Hunt and Richard W. Treharne, Ph.D. was elected as a Class I director to
hold office until the 2014 Annual Meeting of Stockholders and until his successor is elected and
has qualified, or if sooner, until the director’s death, resignation or removal by the following
vote:
| Votes | Votes | Broker | ||||||||||
| Nominee | For | Withheld | Non-Votes | |||||||||
Robert J. Hunt |
32,855,674 | 117,970 | 3,080,779 | |||||||||
Richard W. Treharne, Ph.D. |
32,435,783 | 537,861 | 3,080,779 | |||||||||
Each of Jack R. Blair, Peter C. Farrell, Ph.D., Lesley H. Howe, Alexis V. Lukianov and
Eileen M. More continue to serve as directors of the Company after the Annual Meeting.
Proposal 2:
Approval by the Company’s stockhholders, on an advisory basis, of the compensation of the
named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting
pursuant to the compensation disclosure rules of the SEC, was approved by the following vote:
| Votes | Votes | Broker | ||||||||||
| For | Against | Abstentions | Non-Votes | |||||||||
27,017,383 |
5,904,984 | 51,277 | 3,080,779 |
|||||||||
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Proposal 3:
Approval by the Company’s stockholders, on an advisory basis, of the frequency with which the
stockholders of the Company shall have an advisory vote on the compensation of the Company’s named
executive officers was voted on as follows:
| Every 1 | Every 2 | Every 3 | ||||||||||
| Year | Years | Years | Abstentions | |||||||||
26,486,143
|
12,699 | 6,299,902 | 174,900 | |||||||||
Proposal 4:
The selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2011 was ratified by the following vote:
| Votes | Votes | |||||||
| For | Against | Abstentions | ||||||
35,779,490
|
267,390 | 7,543 | ||||||
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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.
| NUVASIVE, INC. |
||||
| Date: May 27, 2011 | By: | /s/ Alexis V. Lukianov | ||
| Alexis V. Lukianov | ||||
| Chairman and Chief Executive Officer | ||||
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