UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 2, 2011
VOLCANO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-52045 | 33-0928885 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3661 Valley Centre Drive, Suite 200 San Diego, California |
92130 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(800) 228-4728
(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:
| ¨ | 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)) |
Explanatory Note
This amendment is being filed to supplement the disclosure under “Item 5.07. Submission of Matters to a Vote of Security Holders” of the Current Report on Form 8-K filed by Volcano Corporation (the “Company”) with the Securities and Exchange Commission on May 4, 2011 (the “Original 8-K”), to include the Company’s determination as to how frequently it will submit future non-binding advisory votes on the compensation of the Company’s named executive officers to the stockholders for consideration. No other changes are being made to the Original 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2011 annual meeting of stockholders of the Company held on May 2, 2011, the one-year frequency of holding a non-binding advisory vote on the compensation of the Company’s named executive officers (a “Say-on-Pay proposal”) received the highest number of votes cast. In light of these voting results and other factors considered by the Company’s board of directors (the “Board”), in an action by unanimous written consent dated September 22, 2011, the Board approved including a non-binding advisory vote of its stockholders on the compensation of the Company’s named executive officers in its proxy materials every year until such time as the Company is required to hold another non-binding advisory vote of the Company’s stockholders on the frequency of the Say-on-Pay proposal , which will occur no later than the Company’s annual meeting of stockholders in 2017.
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.
| V OLCANO C ORPORATION
| ||
| By: | /s/ Darin Lippoldt | |
| Darin Lippoldt, | ||
| Senior Vice President, General Counsel, and Secretary | ||
Dated: September 23, 2011