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

 

 

 

May 5, 2014

Date of Report (Date of earliest event reported)

  

 

 

 

 

 

 

 

 

 

 

HESKA CORPORATION

(Exact name of Registrant as specified in its charter)

  

 

 

Delaware 000-22427 77-0192527

(State or other jurisdiction of

incorporation)

 (Commission File Number) (I.R.S. Employer Identification No.)
 
 

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

(Address of principal executive offices, including zip code)

  

 

 

(970) 493-7272

(Registrant’s telephone number, including area code)

 

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):
 
[   ]  Written communication 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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 5, 2015. The following is a summary of the matters voted on at the meeting based on the report of the voting results by the independent inspector of elections:

1.Stockholders elected the following two nominees as Class III directors to serve three-year terms, as follows:
  Nominee   For   Withheld   Broker Non-Voted   Other Non-Voted
  Sharon L. Riley   3,546,598     84,131   1,800,551   205
  Bonnie J. Trowbridge   3,506,622   124,108   1,800,551   204

Each of Ms. Riley and Ms. Trowbridge have been elected to hold office until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified.

 

2.Stockholders approved the proposal to amend Article 8 of our amended and restated bylaws, as amended, allowing us to issue our employees the option to purchase our shares at a discount to fair market value in an employee stock purchase plan intended to qualify under section 423 of the Internal Revenue Code of 1986, as amended, as follows:

  For: 3,771,794

 

  Against: 104,820  
  Abstain: 6,130  
  Broker Non-Voted: 1,800,551  
  Other Non-Voted: 0  

 

3.Stockholders approved the proposal to amend and restate our 1997 Employee Stock Purchase Plan to increase the authorized number of shares by 75,000, as well as to change the manner of calculating an offering period base price and offer an additional payroll withholding alternative, among other changes, as follows:

  For: 3,791,655

 

  
  Against: 82,023      
  Abstain: 9,066  
  Broker Non-Voted: 1,800,551  
  Other Non-Voted: 0  
       

 

 
 
4.Stockholders ratified the appointment of EKS&H LLLP as the Company’s independent registered public accountant for the year ending December 31, 2015, as follows:

  For: 5,633,745

 

 
  Against: 38,441    
  Abstain: 10,455  
  Broker Non-Voted: 654  
  Other Non-Voted: 0  

5.Stockholders approved the Company’s executive compensation in a non-binding advisory vote, as follows:

  For: 3,741,991

 

  
  Against: 127,458      
  Abstain: 12,876  
  Broker Non-Voted: 1,800,551  
  Other Non-Voted: 419  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HESKA CORPORATION,

a Delaware corporation

   
Dated:  May 8, 2015

By: /s/ Jason A. Napolitano                                      

Jason A. Napolitano

Executive Vice President, Chief Financial Officer

and Secretary