Analogic Corporation (NASDAQ:ALOG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03. Amendments to Articles of Incorporation, Bylaws; Change
in Fiscal Year
On January19, 2017, the Board of Directors (the Board) of
Analogic Corporation (the Company) approved and adopted an
amendment, effective immediately (the Amendment), to the
Companys Bylaws, as previously amended through January29, 2010
(the Bylaws). The Amendment amends Article II, Section15
of the Bylaws relating to the timing of notices from Company
stockholders who wish to nominate persons for election to the
Board at an annual meeting. In particular, the amendment provides
that if the date of the applicable annual meeting has been
advanced by more than thirty days or delayed by more than sixty
days from the anniversary date of the Companys immediately
preceding annual meeting, notice of a nomination must be
delivered to the Company by the later of the ninetieth day prior
to the applicable annual meeting or the tenth day following the
announcement date. The Amendment also makes certain other
procedural clarifications, including that an adjournment, recess
or postponement of the annual meeting will not commence a new
notice period or extend the existing notice period.
A copy of the Amendment is attached as Exhibit 3.1 to this
current report on Form 8-K and is incorporated by
reference herein. The foregoing description of the changes to the
Bylaws effected by the Amendment is qualified in its entirety by
reference to such exhibit.
Item5.07.
Submission of Matters to a Vote of Security
Holders
The following is a
brief description and vote count of all items voted on at the
Companys 2017 Annual Meeting of Stockholders, which was held on
January19, 2017 (the 2017 Annual Meeting):
Proposal 1
Election of Directors. Our stockholders elected six directors for
a one-year term, to hold office until our 2018 Annual Meeting (as
defined below), and until their respective successors have been
duly elected and qualified.
|
Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
|
Bernard C. Bailey |
11,501,408 | 136,511 | 5,398 | 415,180 | ||||||||||||
|
Jeffrey P. Black |
11,505,303 | 132,864 | 5,150 | 415,180 | ||||||||||||
|
James J. Judge |
11,510,343 | 127,959 | 5,015 | 415,180 | ||||||||||||
|
Michael T. Modic |
11,502,635 | 115,171 | 25,511 | 415,180 | ||||||||||||
|
Stephen A. Odland |
11,503,080 | 135,002 | 5,235 | 415,180 | ||||||||||||
|
Fred B. Parks |
11,483,341 | 154,977 | 4,999 | 415,180 |
Proposal 2
Ratification of Auditors. Our stockholders ratified the
appointment of Ernst Young LLP as our independent registered
public accounting firm for the fiscal year ending July31,
2017.
|
For |
Against | Abstain | Broker Non-Votes | |||
|
12,042,467 |
4,190 | 11,840 |
Proposal 3
Advisory Vote on Executive Compensation. Our stockholders
approved, on a non-binding, advisory basis, the compensation of
our named executive officers.
|
For |
Against | Abstain | Broker Non-Votes | |||
|
11,344,705 |
285,958 | 12,654 | 415,180 |
Item8.01.
Other Events
On January19,
2017, the Board determined that the 2018 Annual Meeting of
Stockholders will be held on December1, 2017 (the 2018 Annual
Meeting). Because the date of the 2018 Annual Meeting differs
by more than thirty days from the anniversary of the Companys
2017Annual Meeting, the Company is providing this information in
accordance with Rule 14a-5(f) and Rule 14a-8(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act).
A stockholder of the Company
who wishes to have a proposal considered for inclusion in the
Companys proxy materials for the 2018 Annual Meeting to Rule
14a-8 under the Exchange Act must ensure that such proposal is
received by the Company no later than July28, 2017, which the
Company has determined to be a reasonable time before it expects
to begin to print and send its proxy materials. To be considered
timely, any such proposal must be received by the Company at 8
Centennial Drive, Peabody, MA 01960 (the Executive
Offices), directed to the attention of the Companys
Secretary, and contain the information required under Rule
14a-8.
In addition, to the amended
Bylaws, a stockholder of the Company who wishes to nominate a
director for election at the 2018 Annual Meeting must provide the
Company with notice of such nomination no later than September2,
2017. To be considered timely, any such notice must be received
by the Company at the Executive Offices, directed to the
attention of the Companys Secretary, and contain the information
required by the amended Bylaws.
Item9.01. Financial
Statements and Exhibits.
(d) Exhibits
| 3.1 | Amendment to Bylaws of Analogic Corporation |
About Analogic Corporation (NASDAQ:ALOG)
Analogic Corporation designs, manufactures and commercializes guidance, diagnostic imaging and threat detection technologies. The Company operates through three segments: Medical Imaging, Ultrasound, and Security and Detection. The Company’s Medical Imaging segment provides medical imaging systems and subsystems for computed tomography (CT), magnetic resonance imaging (MRI) and high-resolution digital mammography. The Company’s Ultrasound business segment provides ultrasound procedure guidance systems for the urology and surgery markets. The Company’s Security and Detection segment designs and manufactures automated threat detection systems for aviation baggage inspection applications utilizing medical CT technology and systems used for deoxyribonucleic acid (DNA) analysis for law enforcement and government agencies. Analogic Corporation (NASDAQ:ALOG) Recent Trading Information
Analogic Corporation (NASDAQ:ALOG) closed its last trading session up +0.35 at 78.00 with 220,485 shares trading hands.