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
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Date of report (Date of earliest event reported)
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(Exact Name of Registrant as Specified in its Charter)
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(
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(Registrant’s Telephone Number, Including Area Code)
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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):
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
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☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Surmodics, Inc. (the “Company”) was held on February 10, 2022. The final voting results of
the proposals, which were described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on December 20, 2021, are set forth below.
1. Election of Directors. Each of the individuals nominated by the Company’s Board of Directors to serve as Class II directors was duly elected by
the Company’s shareholders, and the final results of the votes cast are as follows:
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For
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Withheld
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Broker Non-Votes
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Ronald B. Kalich
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11,114,975
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578,501
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914,478
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Gary R. Maharaj
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11,570,384
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123,092
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914,478
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2. Set the Number of Directors. The Company’s shareholders approved the proposal to set the number of directors at six (6) by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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11,631,205
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57,998
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4,273
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914,478
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3. Ratification of the Appointment of Deloitte & Touche LLP. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as
the Company’s independent registered public accounting firm for fiscal year 2022 by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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12,475,898
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126,123
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5,933
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-
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4. Advisory Vote on Executive Compensation. The Company’s shareholders approved the compensation of the Company’s named executive officers, on an
advisory basis, by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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11,084,992
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591,658
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16,826
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914,478
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5. Amendment of Surmodics 2019 Equity Incentive Plan. The
Company’s shareholders approved an amendment to the Surmodics 2019 Equity Incentive Plan, by the following vote:
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For
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Against
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Abstain
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Broker Non-Votes
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10,791,761
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893,974
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7,741
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914,478
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Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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SURMODICS, INC.
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Date: February 14, 2022
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/s/ Gordon S. Weber
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Gordon S. Weber
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Senior Vice President of Legal, General Counsel and Secretary
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