Tornier: Submission Of Matters To A Vote Of Security Holders
The following excerpt is from the company's SEC filing
Tornier held its Annual General
Meeting of Shareholders on June 26, 2014. Torniers shareholders considered ten voting proposals, each of which is described in more detail in Torniers definitive proxy statement filed with the Securities and Exchange Commission on
May 16, 2014. The final results of such shareholder voting on each proposal brought before the meeting were as follows:
Voting proposal no. 3Ratification of the appointment of Ernst & Young LLP as Torniers independent registered
public accounting firm for the fiscal year ending December 28, 2014
Voting proposal no. 4Appointment of E&Y Accountants LLP as the auditor for Torniers Dutch statutory annual accounts for
the fiscal year ending December 28, 2014
Voting proposal no. 5Adoption of Torniers statutory annual accounts, as prepared in accordance with Dutch law, for the
fiscal year ended December 29, 2013
Voting proposal no. 6Authorization of the preparation of Torniers Dutch statutory annual accounts and annual reports of the
Board of Directors required by Dutch law in the English language
Voting proposal no. 7Release of the members of Torniers board of directors from liability with respect to the exercise of
their duties during the fiscal year ended December 29, 2013
Voting proposal no. 8Authorization of Torniers board of directors to repurchase up to repurchase up to 10% of
Torniers issued share capital (including depositary receipts issued for shares) until December 26, 2015 on the open market, through privately negotiated transactions or in one or more self-tender offers for a price per share (or
depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction
Voting proposal no. 9Renewal of the authorization of Torniers board of directors to issue ordinary shares or grant rights
to subscribe for ordinary shares up to Torniers maximum authorized share capital at the time of the issue until June 26, 2019
Voting proposal no. 10Renewal of the authorization of Torniers board of directors to resolve to exclude or restrict
shareholders pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in voting proposal no. 9 until June 26,
With respect to voting proposal no. 1, each of Mr. Tornier and Ms. Weatherman was elected by
Torniers shareholders by the required vote. Regarding Torniers other directors, (i) each of Sean D. Carney and Richard B. Emmitt will continue to serve as a non-executive director for a term ending at Torniers 2015 Annual
General Meeting of Shareholders; (ii) David H. Mowry will continue to serve as executive director for a term ending at Torniers 2016 Annual General Meeting of Shareholders; and (iii) each of Kevin C. OBoyle and Richard F.
Wallman will continue to serve as a non-executive director for a term ending at Torniers 2016 Annual General Meeting of Shareholders.
Each of voting proposal nos. 2, 3, 4, 5, 6, 7, 8, 9 and 10 was approved by Torniers shareholders by the required vote.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here. Tornier N.V. next reports earnings on August 04, 2014.
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