UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED):
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NO.) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) |
(
(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 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 Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
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 |
OSI Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders on December 12, 2023. The results of the proposals voted on by the Company’s stockholders at the Annual Meeting were as follows:
1. Election of Directors
| Name | For | Against | Abstain | Broker Non-votes | ||||||||||||
| Deepak Chopra | 13,863,729 | 794,193 | 11,559 | 1,220,157 | ||||||||||||
| William F. Ballhaus | 13,792,658 | 867,657 | 9,166 | 1,220,157 | ||||||||||||
| Kelli Bernard | 14,097,946 | 562,378 | 9,157 | 1,220,157 | ||||||||||||
| Gerald Chizever | 13,285,111 | 1,375,203 | 9,167 | 1,220,157 | ||||||||||||
| James B. Hawkins | 11,378,305 | 3,281,991 | 9,185 | 1,220,157 | ||||||||||||
| Meyer Luskin | 8,881,747 | 5,770,872 | 16,862 | 1,220,157 | ||||||||||||
The six nominees identified above were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their successors are elected and qualified.
2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024
| For | Against | Abstentions | Broker Non-votes | |||||||||
| 15,854,525 | 26,725 | 8,388 | 0 | |||||||||
3. Approval of an Amendment to the Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan
| For | Against | Abstentions | Broker Non-votes | |||||||||
| 12,883,901 | 1,776,683 | 8,897 | 1,220,157 | |||||||||
4. Advisory vote on the Company’s executive compensation for the fiscal year ended June 30, 2023
| For | Against | Abstentions | Broker Non-votes | |||||||||
| 13,719,238 | 939,172 | 11,071 | 1,220,157 | |||||||||
5. Advisory vote on the determination of the frequency of the advisory vote on the Company’s executive compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non- votes | ||||
| 13,789,922 | 3,884 | 867,630 | 8,045 | 1,220,157 |
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.
| OSI SYSTEMS, INC. | ||
| Date: December 12, 2023 | ||
| By: | /s/ Alan Edrick | |
| Alan Edrick | ||
| EVP and Chief Financial Officer | ||