8-K_2012-05-23
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 23, 2012
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah
 
0-18592
 
87-0447695
(State or other jurisdiction of
 
(Commission
 
(I.R.S. Employer
incorporation or organization)
 
File Number)
 
Identification No.)
 
1600 West Merit Parkway
 
 
South Jordan, Utah
 
84095
(Address of principal executive offices)
 
(Zip Code)
 
(801) 253-1600
(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:
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.

On May 23, 2012, Merit Medical Systems, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 42,010,103 shares of the Company’s common stock were entitled to vote as of March 27, 2012, the record date for the Annual Meeting, of which 37,646,712 shares were represented in person or by proxy at the Annual Meeting.
The shareholders of the Company voted on the following matters at the Annual Meeting: (i) the election of three directors of the Company, to serve until the annual meeting of the Company’s shareholders in 2015 and until their respective successors have been duly elected and qualified, (ii) a non-binding advisory resolution to approve the compensation of the Company’s named executive officers, otherwise known as a “say-on-pay” vote, and (iii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
Proposal 1
Each of the three nominees listed below was elected to serve as a director of the Company with a three-year term expiring in 2015.
The votes cast for or withheld for each nominee, excluding 2,530,168 broker non-votes, were as follows:
Nominee
 
For
 
Withheld
Fred P. Lampropoulos
 
33,993,869
 
1,122,675
Franklin J. Miller, M.D.
 
33,038,505
 
2,078,039
A. Scott Anderson
 
34,573,418
 
543,126
Proposal 2
The results of the voting on the non-binding advisory resolution to approve the compensation of the Company’s named executive officers were as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
32,397,069
 
2,669,222
 
50,253
 
2,530,168
 
Accordingly, a majority of votes cast with respect to the advisory “say-on-pay” resolution were “for” approval of the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement distributed in connection with the Annual Meeting.
Proposal 3
The Company’s shareholders ratified the appointment of Deloitte and Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
The voting results with respect to the proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accountant were as follows:
 
 
For
 
Opposed
 
Abstained
 
Ratification of appointment of Deloitte & Touche LLP
 
36,283,926
 
1,260,603
 
102,183
 






SIGNATURES
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.
 
 
MERIT MEDICAL SYSTEMS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: May 24, 2012
 
By:
 
/s/ Rashelle Perry
 
 
 
 
Chief Legal Officer