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EX-99.1 - EX-99.1 - CORGENIX MEDICAL CORP/COa12-2920_1ex99d1.htm

 

 

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): January 17, 2012

 

Corgenix Medical Corporation

(Exact Name of registrant as specified in its charter)

 

Nevada

 

000-24541

 

93-1223466

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

11575 Main Street

Suite 400

Broomfield, Colorado 80020

(Address, including zip code, of principal executive offices)

 

(303) 457-4345

(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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the annual meeting of the shareholders of Corgenix Medical Corporation (the “Company”) held on January 17, 2012 (the “Annual Meeting of Shareholders”), the Company’s shareholders approved the Corgenix Medical Corporation 2011 Incentive Compensation Plan (the “2011 Incentive Plan”) and the Corgenix Medical Corporation Third Amended and Restated Employee Stock Purchase Plan (the “Employee Stock Purchase Plan,” together with the 2011 Incentive Plan, the “Plans”).  The Plans had been previously approved, subject to shareholder approval, by the Board of Directors of the Company.

 

A description of the material terms of the 2011 Incentive Plan is set forth under the heading “Proposal 3 — Approval of the 2011 Incentive Compensation Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission on December 5, 2011, which description is hereby incorporated by reference into this Item 5.02(e). In addition, a copy of the 2011 Incentive Plan was filed with the Company’s Schedule 14A on December 5, 2011, as Appendix A, and is incorporated herein by reference, and the summary is qualified in its entirety by reference to the terms and provisions of the 2011 Incentive Plan.

 

A description of the material terms of the Employee Stock Purchase Plan is set forth under the heading “Proposal 4 — Approval of the Third Amended and Restated Employee Stock Purchase Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission on December 5, 2011, which description is hereby incorporated by reference into this Item 5.02(e). In addition, a copy of the Employee Stock Purchase Plan was filed with the Company’s Schedule 14A on December 5, 2011, as Appendix B, and is incorporated herein by reference, and the summary is qualified in its entirety by reference to the terms and provisions of the Employee Stock Purchase Plan.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

On January 17, 2012, the Company held its Annual Meeting of Shareholders, where the shareholders were asked to vote on the matters set forth below:

 

1.               Proposal to elect seven directors to serve under the next annual meeting of shareholders and until their successors have been duly elected and qualified.  Proxies were solicited by management in favor of the director nominees, with no solicitation in opposition to management’s nominees.  The director nominees were elected to serve for a period of one year until the Company’s next Annual Meeting of Shareholders.  The number of votes cast for, against, or withheld, as well as the number of broker non-votes, for each nominee was as follows:

 

Nominee

 

Total Shares
Voted

 

Votes Cast
For

 

Votes
Withheld

 

Broker
Non-Votes

 

Dr. Luis R. Lopez

 

39,674,317

 

23,696,805

 

370,142

 

15,607,370

 

Douglass T. Simpson

 

39,674,317

 

23,556,755

 

510,192

 

15,607,370

 

Robert Tutag

 

39,674,317

 

23,698,119

 

368,828

 

15,607,370

 

Bruce A. Huebner

 

39,674,317

 

23,757,907

 

309,040

 

15,607,370

 

David Ludvigson

 

39,674,317

 

23,758,319

 

308,628

 

15,607,370

 

Dennis Walczewski

 

39,674,317

 

23,617,457

 

449,490

 

15,607,370

 

Stephen P. Gouze

 

39,674,317

 

23,757,907

 

309,040

 

15,607,370

 

 

2.               Proposal to ratify the appointment of Hein & Associates LLP as the Company’s independent public accountants for the fiscal year ending June 30, 2012.  The number of votes cast for, against, or abstained were as follows:

 

For

 

Against

 

Abstain

39,435,266

 

226,802

 

12,249

 

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3.               Proposal to approve the Corgenix Medical Corporation 2011 Incentive Compensation Plan.  The number of votes cast for, against, or abstained were as follows:

 

For

 

Against

 

Abstain

23,398,377

 

655,746

 

12,824

 

4.               Proposal to approve the Corgenix Medical Corporation Third Amended and Restated Employee Stock Purchase Plan.  The number of votes cast for, against, or abstained were as follows:

 

For

 

Against

 

Abstain

23,428,381

 

634,274

 

4,292

 

Item 7.01.  Regulation FD Disclosure.

 

At the Annual Meeting of Shareholders on January 17, 2012, the Company’s President and Chief Executive Officer and Chief Financial Officer presented materials to shareholders which are filed as Exhibit 99.1 hereto and incorporated by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1

 

2011 Incentive Compensation Plan, filed with the Company’s Schedule 14A on December 5, 2011, as Appendix A.

 

 

 

10.2

 

Third Amended and Restated Employee Stock Purchase Plan, filed with the Company’s Schedule 14A on December 5, 2011, as Appendix B.

 

 

 

99.1

 

Shareholder presentation material of the President and Chief Executive Officer and the Chief Financial Officer of the Company used at the Annual Meeting of Shareholders on January 17, 2012.

 

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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.

 

Date: January 17, 2012

CORGENIX MEDICAL CORPORATION

 

 

 

 

 

 

 

By:

s/Douglass T. Simpson

 

 

Douglass T. Simpson

 

 

President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

10.1

 

2011 Incentive Compensation Plan, filed with the Company’s Schedule 14A on December 5, 2011, as Appendix A.

 

 

 

10.2

 

Third Amended and Restated Employee Stock Purchase Plan, filed with the Company’s Schedule 14A on December 5, 2011, as Appendix B.

 

 

 

99.1

 

Shareholder presentation material of the President and Chief Executive Officer and the Chief Financial Officer of the Company used at the Annual Meeting of Shareholders on January 17, 2012.

 

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