m82984_8k061812.htm



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 18, 2012
 
MERGE HEALTHCARE INCORPORATED
(Exact name of Registrant as specified in its charter)
 
Delaware
001–33006
39-1600938
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
200 E. Randolph Street, 24th Floor
Chicago, Illinois  60601-6436
(Address of principal executive offices) (Zip code)
 
Registrant’s telephone number, including area code:  (312) 565-6868
 
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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
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 5.07.
Submission of Matters to a Vote of Security Holders.
 
Our Annual Meeting of Stockholders (“Annual Meeting”) was held on June 18, 2012.  A total of 79,867,574 shares were represented, either in person or by proxy, at the Annual Meeting.  Matters voted on and the results of such votes are as follows:
 
Of the shares represented at our Annual Meeting and referred to above, the following number of shares were voted FOR and WITHHELD for the following seven (7) individuals to serve as directors (“Directors”) on our Board of Directors until the next annual meeting of the stockholders, or otherwise as provided in our bylaws:
 
Name
 
Votes For
 
Withheld
 
Result
 
Dennis Brown
 
64,696,254
 
901,538
 
Elected
             
Justin C. Dearborn
 
62,152,304
 
3,445,488
 
Elected
             
Michael W. Ferro, Jr.
 
62,827,731
 
2,770,061
 
Elected
             
Gregg G. Hartemayer
 
64,693,332
 
904,460
 
Elected
             
Richard A. Reck
 
64,037,304
 
1,560,488
 
Elected
             
Neele E. Stearns, Jr.
 
64,806,032
 
791,760
 
Elected
             
Jeffery A. Surges
 
63,610,307
 
1,987,485
 
Elected

There were 14,269,782 broker non-votes with respect to the election of Directors.
 
The holders of 79,653,830 shares voted FOR ratification of our appointment of the firm BDO USA, LLP as our independent registered public accounting firm for the 2012 fiscal year; the holders of 100,961 shares voted AGAINST such ratification; and the holders of 112,783 shares ABSTAINED.  There were no broker non-votes with respect to the ratification of our independent registered public accounting firm.
 
No other business was brought before the Annual Meeting.
 

 
 

 


 
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.
 
         
   
MERGE HEALTHCARE INCORPORATED
  
       
   
By:
 
 /s/ Ann G. Mayberry-French 
       

       
Name: Ann G. Mayberry-French
       
Title: General Counsel and Corporate Secretary
       
Date: June 20, 2012