SEC Form 8-K filed by ResMed Inc.

 

 

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 20, 2024

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 20, 2024, at our annual meeting of stockholders, our stockholders (1) elected the eleven 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, 2025; 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 eleven directors, each to serve until our 2025 annual meeting and until their successors are elected and qualified:
Carol Burt			105,566,293				4,609,884				81,094				4,969,328
Christopher DelOrefice			109,836,913				337,767				82,591				4,969,328
Jan De Witte			109,745,710				430,055				81,506				4,969,328
Karen Drexler			101,135,602				9,042,745				78,924				4,969,328
Michael Farrell			105,058,243				4,724,177				474,851				4,969,328
Peter Farrell			107,590,325				2,605,639				61,307				4,969,328
Harjit Gill			109,303,018				871,110				83,143				4,969,328
John Hernandez			109,431,549				743,605				82,117				4,969,328
Richard Sulpizio			88,007,747				22,003,356				246,168				4,969,328
Desney Tan			109,241,632				934,672				80,967				4,969,328
Ronald Taylor			95,465,730				14,705,330				86,211				4,969,328
		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, 2025.			105,082,628				10,096,722				47,249
		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”).			92,885,004				17,284,647				87,620				4,969,328

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 21, 2024		By:		/s/ Michael Rider
				Michael Rider
				Chief Legal Officer, Global General Counsel and Secretary