Attached files
| file | filename |
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| EX-99.1 - EXHIBIT - STAR EQUITY HOLDINGS, INC. | a991pressrelease.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 3, 2013
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-50789 | 33-0145723 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
13950 Stowe Drive
Poway, California 92064
(Address of principal executive offices, including zip code)
(858) 726-1600
(Registrant’s telephone number, including area code)
N/A
(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:
¨ | 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.
Digirad Corporation (the “Company”) held its Annual Meeting of Stockholders on May 3, 2013 to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on April 4, 2013.
A preliminary voting report was produced by Corporate Election Services (“CES”), the independent inspector of elections for the 2013 Annual Meeting, certifying the following results. These results are only preliminary and are subject to change. The Company will file an amendment to this Current Report on Form 8-K to disclose the final results within four business days after they are known.
The preliminary voting totals were as follows:
Proposal 1: Election of Directors
According to the preliminary tabulation of voting results, each of the following five director nominees were elected to serve as the Company's directors until our next Annual Meeting of Stockholders, or until his successor has been elected or appointed: John M. Climaco, Jeffrey E. Eberwein, Charles M. Gillman, James B. Hawkins and John W. Sayward. These nominees represented the Company's Board of Directors' entire slate of nominees.
The preliminary voting results from the 2013 Annual Meeting as reported by CES are provided below. In addition, CES has advised the Company that there were no broker non-votes for Proposal 1.
Board of Director Nominees | ||||||
Name | Votes For | Votes Withheld | ||||
John M. Climaco | 7,799,010 | 407,770 | ||||
Jeffrey E. Eberwein | 7,826,814 | 379,966 | ||||
Charles M. Gillman | 7,906,820 | 299,960 | ||||
James B. Hawkins | 7,840,020 | 366,760 | ||||
John Sayward | 7,916,150 | 290,630 | ||||
Opposition Nominees | ||||||
Name | Votes For | Votes Withheld | ||||
Raymond J. Brooks, Jr. | 6,652,681 | 25,575 | ||||
Christopher Iorillo | 6,639,621 | 38,635 | ||||
David Sandberg | 6,652,681 | 25,575 | ||||
Tony Snow | 6,639,621 | 38,635 | ||||
J. Randall Waterfield | 6,652,681 | 25,575 | ||||
Proposal 2: Ratification of the appointment of Independent Auditors
According to the preliminary tabulation of voting results, the stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2013 fiscal year. CES has advised the Company that there were no broker non-votes for Proposal 2.
Votes For | Votes Against | Abstentions | ||
8,917,409 | 6,056,492 | 39,555 | ||
Proposal 3: Advisory vote on non-employee director compensation.
According to the preliminary tabulation of voting results, the stockholders approved (on a non-binding advisory basis) the Company's non-employee director compensation. CES has advised the Company that there were no broker non-votes for Proposal 3.
Votes For | Votes Against | Abstentions | ||
8,765,043 | 5,608,439 | 511,554 | ||
Proposal 4: Approval, by nonbinding vote, of named executive officer compensation
According to the preliminary tabulation of voting results, the stockholders approved (on a non-binding advisory basis) the Company's named executive officer compensation. CES has advised the Company that there were no broker non-votes for Proposal 4.
Votes For | Votes Against | Abstentions | ||
8,784,000 | 5,851,151 | 249,885 | ||
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits:
99.1 Press Release of Digirad Corporation dated May 8, 2013.
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.
DIGIRAD CORPORATION | |||
By: | /s/ Jeffry R. Keyes | ||
Jeffry R. Keys Chief Financial Officer | |||
Date: May 8, 2013
Exhibit Index
Exhibit No. | Description | |
99.1 | Press Release of Digirad Corporation dated May 8, 2013. | |