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): DECEMBER 1, 2011

 


 

OSI SYSTEMS, INC.

(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)

 


 

DELAWARE

 

000-23125

 

330238801

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

 

(COMMISSION

FILE NUMBER)

 

(IRS EMPLOYER

IDENTIFICATION NO.)

 

12525 CHADRON AVENUE

HAWTHORNE, CA 90250

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

 

(310) 978-0516

(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:

 

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

 

OSI Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders on December 1, 2011. The results of the proposals voted on by the Company’s stockholders at the Annual Meeting were as follows:

 

1. Election of Directors

 

Name

 

For

 

Withheld

 

Broker Non-votes

 

Deepak Chopra

 

14,902,060

 

1,163,218

 

2,113,749

 

 

 

 

 

 

 

 

 

Ajay Mehra

 

15,521,142

 

544,136

 

2,113,749

 

 

 

 

 

 

 

 

 

Steven C. Good

 

15,365,421

 

699,857

 

2,113,749

 

 

 

 

 

 

 

 

 

Meyer Luskin

 

13,516,085

 

2,549,193

 

2,113,749

 

 

 

 

 

 

 

 

 

David T. Feinberg

 

15,741,114

 

324,164

 

2,113,749

 

 

 

 

 

 

 

 

 

William F. Ballhaus

 

15,740,922

 

324,356

 

2,113,749

 

 

The six nominees who received the highest number of votes (all of the above individuals) were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their successors are elected and qualified.

 

2. Ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012.

 

For

 

Against

 

Abstentions

 

Broker Non-votes

 

18,148,043

 

27,097

 

3,887

 

0

 

 

The proposal was approved.

 

3. Advisory vote on the Company’s executive compensation for the fiscal year ended June 30, 2011.

 

For

 

Against

 

Abstentions

 

Broker Non-votes

 

15,488,392

 

550,213

 

26,673

 

2,113,749

 

 

The proposal was approved.

 

4. Advisory vote on the determination of the frequency of the advisory vote on the Company’s executive compensation.

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-
Votes

 

14,677,154

 

21,449

 

1,349,734

 

16,941

 

2,113,749

 

 

In light of the voting results with respect to the frequency of stockholder votes on executive compensation, the Company’s Board of Directors has decided that the Company will hold an annual advisory vote on the compensation of named executive officers.

 

2



 

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.

 

 

OSI SYSTEMS, INC.

Date: December 1, 2011

 

 

 

 

By:

/S/    VICTOR SZE

 

 

Victor Sze

 

 

Executive Vice President,

Secretary, and General Counsel

 

 

 

 

 

3