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): May 22, 2019
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-16093 | 16-0977505 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
525 French Road
Utica, New York 13502
(Address of principal executive offices, including zip code)
(315) 797-8375
(Registrant's telephone number, including area code)
Securities registered pursuant to Rule 12(b) of the Act
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | CNMD | NASDAQ |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):
| ¨ | 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)) |
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of CONMED Corporation was held on May 22, 2019 (the “Annual Meeting”). Holders of Common Stock were entitled to elect nine directors. On all matters which came before the Annual Meeting, holders of Common Stock were entitled to one vote for each share held. Proxies for 26,195,217 of the 28,229,206 shares of Common Stock entitled to vote were received in connection with the Annual Meeting.
The following table sets forth the names of the nine persons elected at the Annual Meeting to serve as directors until the first annual meeting of shareholders following the end of the Company’s fiscal year ending December 31, 2019 and the number of votes cast for, against or withheld with respect to each person.
Election of Directors
| Director | Votes Received | Votes Withheld | Broker Non-Votes | |||
| David Bronson | 20,484,734 | 4,347,718 | 1,362,765 | |||
| Brian P. Concannon | 20,440,693 | 4,391,759 | 1,362,765 | |||
| Charles M. Farkas | 24,615,579 | 216,873 | 1,362,765 | |||
| Martha Goldberg Aronson | 24,510,126 | 322,326 | 1,362,765 | |||
| Curt R. Hartman | 24,685,362 | 147,090 | 1,362,765 | |||
| Dirk M. Kuyper | 20,409,635 | 4,422,817 | 1,362,765 | |||
| Jerome J. Lande | 24,684,787 | 147,665 | 1,362,765 | |||
| Mark E. Tryniski | 24,361,613 | 470,839 | 1,362,765 | |||
| John L. Workman | 24,617,351 | 215,101 | 1,362,765 |
Management Proposals
| For | Against | Abstain | Broker Non-Votes | ||||
|
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019 |
25,669,991 | 506,148 | 19,078 | - | |||
| Approve advisory vote on Named Executive Officer compensation | 24,282,462 | 519,081 | 30,909 | 1,362,765 |
Item 8.01 Other Events
On May 22, 2019, CONMED Corporation announced it will be paying a quarterly cash dividend of $0.20 per share on July 5, 2019 to all shareholders of record as of June 14, 2019.
Signature
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 thereunto duly authorized.
| CONMED CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Daniel S. Jonas | |
| Name: | Daniel S. Jonas | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: May 23, 2019