UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 31, 2012
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
13950 Stowe Drive, Poway, CA
(Address of principal executive offices)
(858) 726-1600 (Registrant's telephone number, including area code)
Not Applicable (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Principal Officers; Election of Directors; Appointment of Principal Officers
On May 31, 2012, John M. Climaco was appointed to the Board of Directors (the "Board") of Digirad Corporation (the "Company"). In connection with this appointment, the Board voted to increase the size of the Board from seven to eight directors.
Mr. Climaco was not appointed to any committees of the Board.
The Company is not aware of any relationships or transactions in which Mr. Climaco has or will have an interest, or was or is a party, requiring disclosure pursuant to Item 404(a) of Regulation S-K.
As a member of the Board, Mr. Climaco will be eligible to receive non-employee director compensation consistent with that provided to other non-employee directors. The Board has not made any determination as to initial equity grants, if any, to Mr. Climaco.
Item 8.01. Other Events
On June 4, 2012, the Company issued a press release regarding the appointment of Mr. Climaco to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.