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): June 11, 2013
SEQUENOM, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 000-29101 | 77-0365889 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3595 JOHN HOPKINS COURT
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices)
(858) 202-9000
(Registrants 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed below in Item 5.07, at our 2013 Annual Meeting of Stockholders (the Annual Meeting) our stockholders approved an amendment to our 2006 Equity Incentive Plan and our 1999 Employee Stock Purchase Plan to increase the number of shares of our common stock available for issuance under such plans by 4,000,000 and 2,300,000 shares, respectively.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 11, 2013, we held our Annual Meeting at which our stockholders (i) elected Ernst-Günter Afting, Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Myla Lai-Goldman, Richard A. Lerner, Ronald M. Lindsay, David Pendarvis and Charles P. Slacik as directors to hold office until our annual meeting of stockholders in 2014, (ii) approved an amendment to our 2006 Equity Incentive Plan to increase the number of shares of our common stock available for issuance under such plan by 4,000,000 shares, (iii) approved an amendment to our 1999 Employee Stock Purchase Plan to increase the number of shares of our common stock available for issuance under such plan by 2,300,000 shares, (iv) approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement, and (v) ratified the selection by the Audit Committee of our Board of Directors (the Audit Committee) of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2013.
We had 115,151,229 shares of common stock outstanding and entitled to vote as of the close of business on April 15, 2013, the record date for the Annual Meeting. At the Annual Meeting, 96,659,976 shares of common stock were present in person or represented by proxy for the five proposals indicated above. The following sets forth detailed information regarding the results of the voting at the Annual Meeting:
Proposal 1: The election of Ernst-Günter Afting, Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Myla Lai-Goldman, Richard A. Lerner, Ronald M. Lindsay, David Pendarvis and Charles P. Slacik as directors to hold office until our annual meeting of stockholders in 2014.
Director |
Votes For | Votes Withheld | Broker Non Votes | |||||||||
Ernst-Günter Afting |
38,841,058 | 2,925,261 | 54,893,657 | |||||||||
Kenneth F. Buechler |
38,549,069 | 3,217,250 | 54,893,657 | |||||||||
John A. Fazio |
38,876,008 | 2,890,311 | 54,893,657 | |||||||||
Harry F. Hixson, Jr. |
38,756,264 | 3,010,055 | 54,893,657 | |||||||||
Myla Lai-Goldman |
39,395,466 | 2,370,853 | 54,893,657 | |||||||||
Richard A. Lerner |
38,580,313 | 3,186,006 | 54,893,657 | |||||||||
Ronald M. Lindsay |
38,842,630 | 2,923,689 | 54,893,657 | |||||||||
David Pendarvis |
38,508,601 | 3,257,718 | 54,893,657 | |||||||||
Charles P. Slacik |
38,840,635 | 2,925,684 | 54,893,657 |
Proposal 2: To approve an amendment to our 2006 Equity Incentive Plan to increase the number of shares of our common stock available for issuance under such plan by 4,000,000 shares.
Votes in Favor |
32,887,686 | |||
Votes Against |
7,524,688 | |||
Abstentions |
1,353,945 | |||
Broker Non-Votes |
54,893,657 |
2.
Proposal 3: To approve an amendment to our 1999 Employee Stock Purchase Plan to increase the number of shares of our common stock available for issuance under such plan by 2,300,000 shares.
Votes in Favor |
37,246,850 | |||
Votes Against |
4,390,760 | |||
Abstentions |
128,709 | |||
Broker Non-Votes |
54,893,657 |
Proposal 4: To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement.
Votes in Favor |
31,901,400 | |||
Votes Against |
8,322,048 | |||
Abstentions |
1,542,871 | |||
Broker Non-Votes |
54,893,657 |
Proposal 5: To ratify the selection by the Audit Committee of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2013.
Votes in Favor |
94,262,859 | |||
Votes Against |
1,948,086 | |||
Abstentions |
449,031 | |||
Broker Non-Votes |
0 |
3.
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.
SEQUENOM, INC. | ||||||
Date: June 13, 2013 | By: | /s/ R. William Bowen | ||||
R. William Bowen | ||||||
Senior Vice President and General Counsel |
4.