UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2023, Outset Medical, Inc. (the “Company”) held its Annual Meeting of Stockholders at 1:30 p.m. local time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 4, 2023, the Company’s record date, there were a total of 49,215,704 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 43,036,567 shares of common stock were present virtually in person or by proxy, and, therefore, a quorum was present. Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal One: Election of Class III Directors
Each of Jim Hinrichs, Andrea L. Saia and Catherine Szyman was elected to serve as a class III director to hold office until the Company’s 2026 annual meeting of stockholders and until the election and qualification of his or her successor. Votes were cast as follows:
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For |
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Withheld |
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Broker Non-Votes |
Jim Hinrichs |
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31,328,771 |
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9,103,234 |
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2,604,562 |
Andrea L. Saia |
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32,411,431 |
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8,020,574 |
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2,604,562 |
Catherine Szyman |
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30,893,629 |
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9,538,376 |
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2,604,562 |
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Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: Karen Drexler, D. Keith Grossman, Patrick T. Hackett, Dale E. Jones and Leslie Trigg.
Proposal Two: Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the 2022 compensation of the Company’s named executive officers as disclosed in its 2023 proxy statement by the following vote:
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Against |
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Abstain |
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Broker Non-Votes |
37,566,238 |
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2,837,679 |
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28,088 |
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2,604,562 |
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by the following vote:
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Against |
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Abstain |
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Broker Non-Votes |
42,975,493 |
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29,313 |
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31,761 |
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SIGNATURES
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.
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Outset Medical, Inc.
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Date: June 1, 2023 |
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By: |
/s/ John Brottem |
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John Brottem |
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General Counsel |