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Sequenom 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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, 2012

 

 

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

(Registrant’s 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 2012 Annual Meeting of Stockholders (the “Annual Meeting”) our stockholders 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 5,000,000 shares.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2012, we held our Annual Meeting at which our stockholders (i) elected Ernst-Günter Afting, Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Richard A. Lerner, Ronald M. Lindsay, David Pendarvis and Charles P. Slacik as directors to hold office until our annual meeting of stockholders in 2013, (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 5,000,000 shares, (iii) did not approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement, and (iv) 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, 2012.

We had 114,539,136 shares of common stock outstanding and entitled to vote as of the close of business on April 16, 2012, the record date for the Annual Meeting. At the Annual Meeting, 95,103,885 shares of common stock were present in person or represented by proxy for the four 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., Richard A. Lerner, Ronald M. Lindsay, David Pendarvis and Charles P. Slacik as directors to hold office until our annual meeting of stockholders in 2013.

 

Director

  

Votes For

    

Votes Withheld

    

Broker Non Votes

 

Ernst-Günter Afting

     55,592,438         1,818,140         37,693,307   

Kenneth F. Buechler

     54,261,307         3,149,271         37,693,307   

John A. Fazio

     55,617,232         1,793,346         37,693,307   

Harry F. Hixson, Jr.

     55,309,681         2,100,897         37,693,307   

Richard A. Lerner

     27,919,216         29,491,362         37,693,307   

Ronald M. Lindsay

     55,500,232         1,910,346         37,693,307   

David Pendarvis

     54,375,563         3,035,015         37,693,307   

Charles P. Slacik

     55,564,368         1,846,210         37,693,307   

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 5,000,000 shares.

 

Votes in Favor

     41,882,427   

Votes Against

     15,394,895   

Abstentions

     133,256   

Broker Non-Votes

     37,693,307   

 

2.


Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement.

 

Votes in Favor

     27,646,054   

Votes Against

     29,555,424   

Abstentions

     209,100   

Broker Non-Votes

     37,879,410   

Proposal 4: To ratify the selection by the Audit Committee of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2012.

 

Votes in Favor

     93,345,281   

Votes Against

     1,188,675   

Abstentions

     569,929   

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, 2012     By:  

/s/ Clarke Neumann

      Clarke Neumann
      Vice President and General Counsel

 

4.

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