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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) (Zip Code) |
(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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
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 November 18, 2021, at our annual meeting of stockholders, our stockholders (1) elected the seven nominees listed below to serve on our board of directors; (2) ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022; and (3) approved, on an advisory basis, the compensation of our named executive officers (“say-on-pay”).
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Item of business 1: Elect the following seven directors, each to serve until our 2022 annual meeting and until their successors are elected and qualified: | ||||||||||||||||
| Karen Drexler |
111,225,859 | 263,579 | 183,795 | 5,350,781 | ||||||||||||
| Michael Farrell |
111,020,728 | 483,474 | 169,031 | 5,350,781 | ||||||||||||
| Peter Farrell |
108,550,367 | 2,930,514 | 192,352 | 5,350,781 | ||||||||||||
| Harjit Gill |
111,352,267 | 134,510 | 186,456 | 5,350,781 | ||||||||||||
| Ronald Taylor |
104,117,562 | 7,378,110 | 177,561 | 5,350,781 | ||||||||||||
| John Hernandez |
110,693,957 | 782,831 | 196,445 | 5,350,781 | ||||||||||||
| Desney Tan |
111,286,228 | 191,439 | 195,566 | 5,350,781 | ||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Item of business 2: Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022. | 112,664,564 | 4,176,735 | 182,715 | |||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Item of business 3: Approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement (“say-on-pay”). | 99,221,728 | 12,231,321 | 220,184 | 5,350,781 | ||||||||||||
SIGNATURES
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.
| RESMED INC. | ||||||||
| Date: November 19, 2021 | By: | /s/ David Pendarvis |
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| David Pendarvis | ||||||||
| Chief administrative officer, global general counsel and secretary | ||||||||
