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): June 16, 2011
RadNet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-19019
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13-3326724
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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1510 Cotner Avenue
Los Angeles, California 90025
(Address of Principal Executive Offices) (Zip Code)
(310) 478-7808
(Registrant’s 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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting of Stockholders held on June 16, 2011, the stockholders considered and approved five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011 for the Annual Meeting of Stockholders.
The results detailed below represent the final voting results as certified by the Inspector of Elections:
Proposal 1
The stockholders elected the following seven directors to hold office until the 2012 Annual Meeting of Stockholders: Howard G. Berger, M.D.; Marvin S. Cadwell; John V. Crues, III, M.D.; Norman R. Hames; Lawrence L. Levitt; Michael L. Sherman, M.D.; and David L. Swartz, based on the following votes:
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Director
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For
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Withheld
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Broker Non-Votes
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Howard G. Berger, M.D.
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16,188,250
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781,493
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15,031,286
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Marvin S. Cadwell
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16,212,280
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757,463
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15,031,286
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John V. Crues, III, M.D.
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16,093,585
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876,158
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15,031,286
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Norman R. Hames
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16,206,542
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763,201
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15,031,286
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Lawrence L. Levitt
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15,493,807
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1,475,936
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15,031,286
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Michael L. Sherman, M.D.
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15,493,412
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1,476,331
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15,031,286
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David L. Swartz
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15,495,332
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1,474,411
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15,031,286
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Proposal 2
The amendment to the 2006 Equity Incentive Plan to increase the number of shares available for issuance from 6,500,000 to 11,000,000 was approved based on the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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13,923,993
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3,006,689
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39,062
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15,031,285
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Proposal 3
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 was ratified based on the following votes:
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For
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Against
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Abstentions
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31,719,989
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138,677
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142,361
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Proposal 4
The advisory (non-binding) vote on the compensation of the Company’s named executive officers was approved based on the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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16,208,243
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667,285
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94,215
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15,031,286
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Proposal 5
The advisory (non-binding) vote on the frequency of the advisory (non-binding) vote on the compensation of the Company’s named executive officers received the following votes:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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15,630,202
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176,447
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1,127,085
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36,009
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15,031,286
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In addition, the Company has decided, consistent with the Board’s recommendation and the vote of stockholders, to submit a separate resolution on the compensation of executives to stockholders for an advisory (non-binding) vote annually in its proxy materials.
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.
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Date: June 20, 2011
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RadNet, Inc.
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By:
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/s/ Jeffrey L. Linden
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Name:
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Jeffrey L. Linden
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Title:
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Executive Vice President and General Counsel
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