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: May 5, 2011 (Date of earliest event reported)
ENTEROMEDICS INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-33818
| Delaware | 48-1293684 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
2800 Patton Road, St. Paul, Minnesota 55113
(Address of principal executive offices, including zip code)
(651) 634-3003
(Registrant’s telephone number, including area code)
Not Applicable
(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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 5, 2011, EnteroMedics Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Dorsey & Whitney LLP in Minneapolis, Minnesota. Mark B. Knudson, Ph.D., President, Chief Executive Officer and Chairman of the Board of Directors of the Company, presided. At the Annual Meeting, the Company’s stockholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission and mailed to stockholders on April 1, 2010 (the “2011 Proxy Statement”):
Proposal I:
The Company’s stockholders elected three Class I directors to hold office until the 2014 Annual Meeting and until the director’s successor is elected and qualified, or, if sooner, until the director’s death, resignation or removal.
Based on the following results of voting, each of the Class I directors was elected:
| Name |
Votes For | Votes Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| Carl Goldfischer, M.D. |
17,676,025 | 42,955 | — | — | ||||||||||||
| Anthony P. Jansz |
17,696,716 | 22,264 | — | — | ||||||||||||
| Jon T. Tremmel |
17,696,716 | 22,264 | — | — | ||||||||||||
Proposal II:
The Company’s stockholders approved an amendment to the Company’s 2003 Stock Incentive Plan (the “Plan”) to increase the number of shares authorized under the Plan by 2,000,000 from 2,300,000 to 4,300,000, as set forth below:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 15,791,961 |
1,926,231 | 788 | — |
SIGNATURE
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.
| ENTEROMEDICS INC. | ||||
| By: | /s/ Greg S. Lea | |||
| Greg S. Lea | ||||
| Senior Vice President and Chief Financial Officer | ||||
| Date: May 10, 2011 | ||||