UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

June 11, 2013

 

 

IRIDEX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-27598		77-0210467
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1212 Terra Bella Avenue

Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 940-4700

(Registrant’s telephone number, including area code)

(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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of IRIDEX Corporation (“IRIDEX” or the “Company”) held on June 12, 2013 (the “Annual Meeting”), the stockholders of IRIDEX re-elected the following individuals to the Board of Directors. Each Director will serve for the ensuing year or until their respective successors are duly elected and qualified.

 

Nominee		Votes For				Votes Against				Abstentions				Broker Non Votes*
Sanford Fitch			5,343,858				255,281				3,200				1,724,441
Garrett A. Garrettson, Ph.D.			5,323,985				275,154				3,200				1,724,441
James B. Hawkins			4,135,588				1,456,351				10,400				1,724,441
William M. Moore			5,575,276				22,063				5,000				1,724,441
Ruediger Naumann-Etienne, Ph.D.			5,233,088				366,251				3,000				1,724,441
Scott A. Shuda			5,143,866				455,473				3,000				1,724,441

 

*	Broker non-votes do not affect the outcome of the election.

In addition, the following proposals were voted on and approved at the Annual Meeting.

 

Proposal		Votes For				Votes Against				Abstentions				Broker Non Votes
Proposal to ratify the appointment of Burr Pilger Mayer, Inc. as the independent registered public accountants of the Company for the fiscal year ending December 28, 2013			7,239,405				25,972				61,403				0
Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.			5,045,663				529,510				27,166				1,724,441

 

Proposal		One Year				Two Years				Three Years				Abstentions				Broker Non Votes
Proposal to recommend, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation.			5,017,146				10,763				97,592				476,838				1,724,441

 

Item 8.01.

Other Events.

On June 11, 2013, IRIDEX announced the automatic conversion of all outstanding shares of the Company’s Series A Preferred Stock into 1,000,000 shares of the Company’s common stock (the “Conversion”), in accordance with the terms of its Certificate of Designation, Preferences and Rights of Series A Preferred Stock. The Conversion was effective as of the close of business on June 11, 2013.

As of June 12, 2013, no shares of the Company’s preferred stock were issued or outstanding.

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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.

 

Date: June 17, 2013