UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 25, 2012

 

 

HANSEN MEDICAL, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-33151   14-1850535

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

800 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 404-5800

 

 

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))

 

 

 


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

On May 25, 2012, the following proposals were submitted to the stockholders of Hansen Medical, Inc. (the “Company”) at its 2012 annual meeting of stockholders.

 

  1. To elect two directors to hold office until the 2015 annual meeting of stockholders; and

 

  2. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm of the Company for its fiscal year ending December 31, 2012.

The proposals were described in detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2012. Of the 60,993,560 shares eligible to vote as of the March 28, 2012 record date, 50,596,901 votes, or approximately 82.95% of the total shares outstanding, were represented at the meeting. The following are the final vote results along with a brief description of each proposal.

Proposal 1: Election of Directors: the following nominees received the highest number of “FOR” votes and, as a result, were elected to serve as directors for a term that will continue until the 2015 annual meeting of stockholders.

 

Director

   Votes For      Withheld      Broker Non-Votes  

Russell C. Hirsch

     22,815,476         4,010,147         23,771,278   

William R. Rohn

     25,686,839         1,138,784         23,771,278   

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm: the stockholders of the Company ratified the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

For

  

Against

  

Abstained

  

Broker Non-Votes

48,791,413

   1,585,148    220,340    0

 

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.

 

     

HANSEN MEDICAL, INC.

(Registrant)

Date: June 1, 2012      

/s/ Peter J. Mariani

     

Peter J. Mariani

Chief Financial Officer

 

3