ResMed 8-K 2022-11-16

Form 8-K

Filed 2022-11-17. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON

RESMED INC.

Date: November 17, 2022

/s/ David Pendarvis

David Pendarvis

Chief administrative officer, global general counsel and secretary

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

November 16, 2022

Date of Report (Date of earliest event reported)

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware		001-15317		98-0152841
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


9001 Spectrum Center Boulevard
San Diego, California 92123
(Address of Principal Executive Offices) (Zip Code)

(858) 836-5000

(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 Symbol(s)		Name of each exchange on which registered
Common Stock, $0.004 par value		RMD		NYSE

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 16, 2022, at our annual meeting of stockholders, our stockholders (1) elected the ten 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, 2023; 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 2023 annual meeting and until their successors are elected and qualified:
Carol Burt		112,920,252		1,611,838		653,168		4,934,277
Jan De Witte		114,414,039		549,367		221,852		4,934,277
Karen Drexler		112,325,192		2,592,899		267,167		4,934,277
Michael Farrell		114,166,629		811,588		207,041		4,934,277
Peter Farrell		110,955,680		3,892,880		336,698		4,934,277
Harjit Gill		113,995,558		965,687		224,013		4,934,277
John Hernandez		113,649,577		1,311,352		224,329		4,934,277
Richard Sulpizio		102,238,286		12,686,008		260,964		4,934,277
Desney Tan		114,124,829		836,885		223,544		4,934,277
Ronald Taylor		102,459,467		12,464,667		261,124		4,934,277

	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, 2023.		113,914,469		6,001,739		203,327

	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”).		103,364,254		11,566,190		254,814		4,934,277

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.