Hansen Medical 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 25, 2012
HANSEN MEDICAL, INC.
(Exact name of registrant as specified in charter)
800 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (650) 404-5800
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:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 25, 2012, Joseph M. Mandato tendered his resignation as a member of the Board of Directors (the Board) of Hansen Medical, Inc. (the Registrant) effective as of February 27, 2012 at 6:00 p.m. PST (the Effective Time). Mr. Mandato also resigned as a member of the Boards Compensation Committee and Nominating and Corporate Governance Committee effective as of the Effective Time. Mr. Mandato served as a Class II director whose term would otherwise have expired at the 2014 annual meeting of stockholders.
(d) On February 27, 2012, the Board appointed Michael L. Eagle to serve as a member of the Board, effective as of the Effective Time, to fill a vacant seat caused by Mr. Mandatos resignation. Mr. Eagle was appointed as a Class II director, with an initial term expiring at the 2014 annual meeting of stockholders. Mr. Eagle was appointed to serve as a member of the Boards Audit Committee and Nominating and Corporate Governance Committee. This appointment was based on the recommendation of the Boards Nominating and Corporate Governance Committee. The Board has determined that Mr. Eagle is independent within the meaning of the independent director standards of the Securities and Exchange Commission and Nasdaq Stock Market, Inc.
In connection with his appointment to the Board, Mr. Eagle will be entitled to receive cash and equity compensation consistent with that of the Registrants other non-employee directors as described in the Registrants definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011.
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.