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): January 29, 2010
Analogic Corporation
(Exact name of registrant as specified in its charter)
| Massachusetts | 0-6715 | 04-2454372 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 8 Centennial Drive, Peabody, Massachusetts | 01960 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 978-326-4000
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:
| ¨ | 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. |
At the Annual Meeting of Stockholders of Analogic Corporation (the “Registrant”) held on January 29, 2010 (the “Annual Meeting”), the Registrant’s stockholders approved the Analogic Corporation 2009 Stock Incentive Plan (the “Plan”) covering 1,600,000 shares of common stock. A description of the material terms of the Plan is set forth in the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 21, 2009. A copy of the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the form of Performance-Based Restricted Stock Unit Award Agreement for the Plan is attached as Exhibit 10.2 to this Current Report on Form 8-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Registrant’s stockholders approved an amendment to the Registrant’s By-laws to increase the maximum number of directors that may serve on its board of directors from ten to eleven. The amendment to the By-laws became effective as of its approval at the Annual Meeting on January 29, 2010. The full text of the Registrant’s By-laws, as amended (including the amendment approved at the Annual Meeting) is filed as Exhibits 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01. | Other Events. |
At the Annual Meeting, the six nominees listed below were elected as directors and each of the other three proposals was approved. The voting results on the proposals considered at the Annual Meeting were as follows:
Proposal 1: To elect three Class II directors and four Class III directors for a one-year term, to hold office until the 2011 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.
| Nominee |
Class | For | Against | Abstain | Broker Non-Vote | |||||
| James W. Green |
III | 11,334,885 | 423,362 | 6,003 | 484,001 | |||||
| James J. Judge |
II | 9,858,930 | 1,899,641 | 5,679 | 484,001 | |||||
| Kevin C. Melia |
II | 9,554,514 | 2,201,441 | 8,295 | 484,001 | |||||
| Fred B. Parks |
III | 9,879,855 | 1,878,056 | 6,339 | 484,001 | |||||
| Sophie V. Vandebroek |
III | 9,882,670 | 1,876,433 | 5,147 | 484,001 | |||||
| Gerald L. Wilson |
II | 9,589,200 | 2,169,004 | 6,046 | 484,001 |
As previously announced, a fourth nominee for election as a Class III director withdrew his candidacy prior to the Annual Meeting.
Proposal 2: To consider and act upon an amendment to our By-laws to increase the maximum number of directors that may serve on our board of directors from ten to eleven.
| For |
Against | Abstain | Broker Non-Vote | |||
| 12,118,036 | 45,960 | 84,255 | 0 |
Proposal 3: To consider and act upon the Analogic Corporation 2009 Stock Incentive Plan.
| For |
Against | Abstain | Broker Non-Vote | |||
| 10,256,193 | 1,220,947 | 287,110 | 484,001 |
Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2010.
| For |
Against | Abstain | Broker Non-Vote | |||
| 11,693,587 | 509,559 | 45,105 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index attached hereto.
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.
| Analogic Corporation | ||||||
| Date: February 3, 2010 | By: | /S/ JOHN J. FRY | ||||
| Name: | John J. Fry | |||||
| Title: | Vice President, General Counsel and Corporation Secretary | |||||
Exhibit Index
| Exhibit |
Description | |
| 3.2 | By-laws, as amended | |
| 10.1 | Analogic Corporation 2009 Stock Incentive Plan | |
| 10.2 | Form of Performance-Based Restricted Stock Unit Award Agreement for the Analogic Corporation 2009 Stock Incentive Plan | |