SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 9, 2012
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 1-33818
2800 Patton Road, St. Paul, Minnesota 55113
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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:
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2012, EnteroMedics Inc. (the Company) held its 2012 Annual Meeting of Stockholders (the Annual Meeting) at the offices of Dorsey & Whitney LLP in Minneapolis, Minnesota. Mark B. Knudson, Ph.D., President, Chief Executive Officer and Chairman of the Board of Directors of the Company, presided. At the Annual Meeting, the Companys stockholders approved each of the following proposals set forth in the Companys Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission and mailed to stockholders on April 4, 2012 (the 2012 Proxy Statement):
The Companys stockholders elected three Class II directors to hold office until the 2015 Annual Meeting and until the directors successor is elected and qualified, or, if sooner, until the directors death, resignation or removal.
Based on the following results of voting, each of the Class II directors was re-elected:
The Companys stockholders authorized an amendment to the Companys Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.01 per share, by 40 million shares from 85 million to 125 million, as set forth below:
The Companys stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accountants for the year ending December 31, 2012, as set forth below:
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: May 11, 2012