SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 13, 2013
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
9001 Spectrum Center Boulevard
San Diego, California 92123
(Address of Principal Executive Offices) (Zip Code)
(Registrants telephone number, including area code)
(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))|
Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
ResMed Inc. 2009 Incentive Award Plan
On November 13, 2013, US Pacific time, at the annual meeting of our stockholders, our stockholders approved an amendment to the ResMed Inc. 2009 Incentive Award Plan, as noted in Item 5.07 below. Their approval also served as approval for purposes of section 162(m) of the US Internal Revenue Code. The amendment to the plan, among other things, (i) increased the number of shares of common stock reserved for issuance under the plan by 8,345,000 shares, (ii) modified the method by which full value shares are counted under the plan, (iii) added certain performance goals, and (iv) extended the plans term to September 11, 2023;
A description of the material terms of the plan, including the amendments, was included in our 2013 proxy statement filed with the Securities and Exchange Commission on October 2, 2013, and the proxy statements description of the plan and its terms are incorporated here by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 13, 2013, US Pacific time, at our annual meeting of stockholders, our stockholders (i) elected the two nominees listed below to serve on our board of directors; (ii) ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2014; (iii) approved the compensation of our named executive officers; and (iv) approved the amendment to the ResMed Inc. 2009 Incentive Award Plan.
Item of Business No. 1: Election of the following two nominees to serve for
three-year terms until our annual meeting of stockholders in 2016:
Item No. 2: Ratification of Auditors
Item No. 3: Approval, on an advisory basis, of the compensation of ResMeds
named executive officers.
Item No. 4: Amendment to the ResMed Inc. 2009 Incentive Award Plan
Item 9.01. Financial Statements and Exhibits.
|10.1||Amendment to the ResMed Inc. 2009 Incentive Award Plan (incorporated by reference to Appendix A of ResMed Inc.s Proxy Statement filed October 2, 2013).|
We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.
|Date: November 19, 2013||By:|
|Its:||Chief administrative officer, global general counsel|
|10.1||Amendment to the ResMed Inc. 2009 Incentive Award Plan (incorporated by reference to Appendix A of ResMed Inc.s Proxy Statement filed October 2, 2013.|