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): May 14, 2014
Cynosure, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51623 | 04-3125110 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
| 5 Carlisle Road, Westford, MA | 01886 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (978) 256-4200
(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 (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 5.07. Submission of Matters to a Vote of Security Holders
Cynosure, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders on May 14, 2014. At the 2014 Annual Meeting, the Company’s stockholders elected both of the director nominees and ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014. The Company’s stockholders did not approve, on an advisory basis, the compensation of named executive officers.
Holders of the Company’s Class A Common Stock elected Michael R. Davin and Ettore V. Biagioni to serve as the Company’s Class III Classified Directors until the Company’s 2017 Annual Meeting of Stockholders and until their successors are elected and qualified.
The matters acted upon at the 2014 Annual Meeting, and the voting tabulation for each matter, are as follows:
Proposal 1: The election of two Class III Classified Directors for the next three years.
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Michael R. Davin |
16,736,203 | 735,606 | 2,792,181 | |||||||||
| Ettore V. Biagioni |
15,804,838 | 1,666,971 | 2,792,181 | |||||||||
| Proposal 2: | The non-binding approval of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Company’s proxy statement. | |
| The shareholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows: | ||
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 8,019,803 |
8,966,603 | 485,403 | 2,792,181 |
| Proposal 3: | Ratification of the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2014. |
| Votes For |
Votes Against |
Votes Abstaining | ||
| 19,899,979 |
219,740 | 144,271 |
SIGNATURE
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.
| CYNOSURE, INC. | ||||||
| Date: May 15, 2014 | By: | /s/ Timothy W. Baker | ||||
| Timothy W. Baker Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||||||