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lmat20200730_8k.htm

 

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 30, 2020

 

 

LeMaitre Vascular, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

 

001-33092

 

04-2825458

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

63 Second Avenue

 

 

Burlington, Massachusetts

 

01803

(Address of Principal Executive Offices)

 

(Zip Code)

 

(781) 221-2266

(Registrant’s Telephone Number, Including Area Code)

 

 

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:

 

☐

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))

 

 Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

LMAT

The Nasdaq Global Market

 

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).

 

                                                                                                Emerging growth company ☐

 

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. ☐ 

 

 
 

 

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

 

(a)      On July 30, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 20,181,698 shares of the Company’s common stock were entitled to vote as of June 11, 2020, the record date for the Annual Meeting, of which 18,172,917 shares were present in person or represented by proxy at the Annual Meeting.

 

(b)     Matters voted upon by the stockholders at the Annual Meeting were: (i) the election of two Class II directors nominated by the Board of Directors for three-year terms; (ii) an advisory vote on the compensation of the Company’s named executive officers; and (iii) the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2020.

 

Set forth below is information concerning each matter submitted to a vote at the Annual Meeting.

 

Proposal No. 1 – Election of Directors

 

By a majority of votes cast, the stockholders elected the following two nominees as Class II directors for a term of three years expiring upon the 2023 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. Bridget A. Ross received a vote of 13,891,566 shares for, 329,073 shares withheld and 3,952,278 broker non-votes. John A. Roush received a vote of 13,750,698 shares for, 469,941 shares withheld and 3,952,278 broker non-votes.

 

Proposal No. 2 – Advisory Vote on Executive Compensation

 

By a majority of votes cast, the stockholders approved, on an advisory basis, the Company's executive compensation by a vote of 13,999,502 shares for and 214,049 shares against, with 7,088 shares abstaining and 3,952,278 broker non-votes.

 

Proposal No. 3 – Ratification of the Selection of Independent Registered Public Accounting Firm

 

By a majority of votes cast, the stockholders ratified the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020 with a vote of 18,160,455 shares for and 5,232 shares against, with 7,230 shares abstaining.

 

 
 

 

 

 

 

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.

 

 

LEMAITRE VASCULAR, INC.

 

 

 

 

 

Dated: July 31, 2020

By

/s/ Joseph P. Pellegrino, Jr.

 

 

 

Name:

 Joseph P. Pellegrino, Jr.

 

 

 

Title:

 Chief Financial Officer and Secretary