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): November 2, 2011
CareFusion Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-34273 | 26-4123274 | |
| (Commission File Number) | (IRS Employer Identification Number) |
3750 Torrey View Court, San Diego, California 92130
(Address of Principal Executive Offices, Including Zip Code)
(858) 617-2000
(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):
| ¨ | 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 Vote of Security Holders |
CareFusion Corporation (the “Company”) held its annual meeting of stockholders on November 2, 2011. The following is a summary of the matters voted on at the meeting.
| (1) | The persons elected to the Company’s board of directors to serve as Class II directors and hold office until the 2014 annual meeting of stockholders and the number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to such persons were as follows: |
| Director |
For |
Against |
Abstain |
Broker Non-votes | ||||
| Jacqueline B. Kosecoff, Ph.D. | 187,345,044 | 1,472,465 | 192,747 | 13,072,523 | ||||
| Michael D. O’Halleran | 188,331,971 | 484,531 | 193,754 | 13,072,523 | ||||
| Robert P. Wayman | 188,011,887 | 801,532 | 196,837 | 13,072,523 |
| (2) | The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 201,190,859 | 271,291 | 620,629 | N/A |
| (3) | The stockholders approved a non-binding advisory resolution regarding the compensation of the Company’s named executive officers for the fiscal year ended June 30, 2011. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 164,570,426 | 24,059,369 | 380,461 | 13,072,523 |
| (4) | The stockholders approved of holding the non-binding advisory vote on the compensation of the Company’s named executive officers on an annual basis. The number of votes cast for 1 year, 2 years, 3 years, and the number of abstentions and broker non-votes were as follows: |
| 1 YEAR |
2 YEARS |
3 YEARS |
Abstain |
Broker Non-votes | ||||
| 171,079,026 | 888,878 | 16,952,568 | 89,784 | 13,072,523 |
In light of the results of the stockholder vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation annually until the next required vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.
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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.
| CareFusion Corporation (Registrant) | ||||||
| Date: November 3, 2011 | By: | /s/ Joan Stafslien | ||||
| Name: | Joan Stafslien | |||||
| Title: | Executive Vice President, Chief Compliance Officer, General Counsel and Secretary | |||||
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