Document


 


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): April 29, 2019
Conformis, Inc.
(Exact Name of Company as Specified in Charter)
 
Delaware
 
001-37474
 
56-2463152
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

600 Technology Park Drive
Billerica, MA 01821
(Address of Principal Executive Offices) (Zip Code)

Company’s telephone number, including area code: (781) 345-9001

(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 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))
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
þ
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.
þ

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
   Common Stock
CFMS
NASDAQ
 






Item 5.07
Submission of Matters to a Vote of Security Holders




Conformis, Inc. (the “Company”) held its Annual Meeting of Stockholders on April 29, 2019. The following is a summary of the matters voted on at that meeting.
 
1.
The Company’s stockholders elected Mark Augusti, Carrie Bienkowski and Richard Meelia as class I directors to serve until the 2022 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such class I directors were as follows:
 
 
  
Votes For
  
Votes
Withheld

  
Broker
Non-Votes

Mark Augusti
  
30,406,990
  
4,613,344
  
19,744,768
Carrie Bienkowski
  
33,878,702
  
1,141,632
  
19,744,768
Richard Meelia
 
30,123,971
 
4,896,363
 
19,744,768
 
2.
The Company’s stockholders approved the 2019 Sales Team Performance-Based Equity Incentive Plan. The results of the stockholders’ vote with respect to such approval were as follows:
 
Votes For
 
Votes
Against
 
Votes
Abstaining
 
Broker
Non-Votes
30,365,782
 
4,233,648
 
420,904
 
19,744,768

3.
The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the stockholders’ vote with respect to such ratification were as follows:
 
Votes For
 
Votes
Against
 
Votes
Abstaining
 
Broker
Non-Votes
54,238,268
 
160,117
 
366,717
 
0








 





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 hereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
 
CONFORMIS, INC.
 
 
 
 
Date: May 1, 2019
 
 
 
By:
 
/s/Paul S. Weiner
 
 
 
 
 
 
Paul S. Weiner
 
 
 
 
 
 
Chief Financial Officer