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 (Date of earliest event reported): July 7, 2015 (July 1, 2015)
Arrhythmia Research Technology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of Incorporation or organization) | 1-9731 (Commission File Number) | 72-0925679 (I.R.S. Employer Identification Number) |
25 Sawyer Passway
Fitchburg, MA 01420
(Address of principal executive offices and zip code)
(978) 345-5000
(Registrant's telephone number, including area code)
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 1, 2015, Arrhythmia Research Technology, Inc. (the “Company”) conducted its adjourned annual meeting of stockholders (the “Annual Meeting”). The matters submitted to stockholders were: (1) the re-election of Mr. E.P. Marinos and Mr. Salvatore Emma Jr. as Class II directors (terms expiring at the 2018 annual meeting), (2) the approval of the non-binding advisory vote on executive compensation ("say-on-pay"), (3) the approval of the Blank Check Preferred Amendment, (4) the ratification of the appointment of Wolf and Company, P.C. as the Company's independent registered public accounting firm, and (5) the authorization to adjourn the Annual Meeting to a later date or dates, if necessary, to allow time for further solicitation of
proxies, in the event there are insufficient votes present in person or represented by proxy at the Annual Meeting to approve the proposals.
Each of the proposals submitted to stockholders was adopted with the following votes:
(1) To re-elect two Class II directors to hold office for three years until the 2018 annual meeting and until their successors are duly elected and qualified:
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Nominees | Votes For | Votes Withheld | Broker Non-Votes |
Mr. E.P. Marinos | 1,547,706 |
| 232,037 |
| 835,803 |
|
Mr. Salvatore Emma Jr. | 1,771,554 |
| 8,189 |
| 835,803 |
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(2) To approve a non-binding advisory vote on executive compensation ("say-on-pay"):
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Votes For | Votes Against | Abstain | Broker Non-Votes |
1,738,562 | 20,425 | 20,756 | 835,803 |
(3) To approve the Blank Check Preferred Amendment:
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Votes For | Votes Against | Abstain | Broker Non-Votes |
1,583,340 | 176,305 | 20,098 | 835,803 |
(4) To ratify the appointment of Wolf & Co., P.C. as the Company's independent registered public accounting firm:
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Votes For | Votes Against | Abstain |
2,607,744 | 6,612 | 1,190 |
(5) Authorization to adjourn the Annual Meeting:
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Votes For | Votes Against | Abstain |
2,300,651 | 291,000 | 23,895 |
Item 7.01 Regulation FD Disclosure
On July 1, 2015, Arrhythmia Research Technology, Inc. (the “Company”), at the Annual Meeting of the Board of Directors, named Dr. Paul F. Walter, Chairman of the Board, effective July 2, 2015. Dr. Walter has served as a director of the Company since its founding in 1982. Dr. Walter retired from his position as an electrophysiologist and Professor of Medicine at Emory University in 2010, where he served on the faculty since 1980. He specialized in cardiology and clinical electrophysiology. Dr. Walter started the arrhythmia/electrophysiology service at Emory University in 1980. He performed clinical research studies in signal averaged electrocardiography when this test was being developed in the 1980s. He is a graduate of the University of Nebraska, College of Medicine with graduate studies at the University of Michigan. Dr. Walter has over 30 years' experience on the Company’s Board and brings over 50 years of experience in the medical field and community, particularly as it relates to cardiology. His experience on the faculty of Emory University and in depth knowledge and experience with electrophysiology and developments in cardiology, uniquely position him to provide valuable insights into innovative products in the medical field as well as markets for such products.
A copy of the press release announcing such appointment is furnished as Exhibit 99.01.
Mr. E.P. Marinos, the Company’s previous Chairman of the Board, will continue to serve as a director of the Company.
At the Annual Meeting of the Board of Directors, the Board of Directors made the following committee appointments:
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Audit Committee | | Jason Chambers (Chairperson) E.P. Marinos Paul F. Walter |
Compensation Committee | | E.P. Marinos (Chairperson) Paul F. Walter Robert A. Mello |
Executive & Finance Committee | | Paul F. Walter Robert A. Mello Salvatore Emma, Jr. |
Nominating and Corporate Governance Committee | | E.P. Marinos (Chairperson) Paul F. Walter Jason Chambers |
The information in this Item 7.01 disclosure, including Exhibit 99.01, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.01, shall not be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.01 | Press Release dated July 7, 2015. |
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, thereunto duly authorized, in the City of Fitchburg, Commonwealth of Massachusetts, on the 7th day of July, 2015.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
By: /s/ Derek T. Welch
Derek T. Welch
Chief Financial Officer
NEWS
RELEASE
25 Sawyer Passway ● Fitchburg, Massachusetts 01420
FOR IMMEDIATE RELEASE
Exhibit 99.01
Arrhythmia Research Technology Announces Results
of Annual Meeting of Stockholders
Board of Directors elects Dr. Paul F. Walter as Chairman
FITCHBURG, MA, July 7, 2015 -- Arrhythmia Research Technology, Inc. (NYSE MKT: HRT) (the “Company”), through its wholly-owned subsidiary, Micron Products, Inc., a diversified contract manufacturing organization that produces highly-engineered, innovative medical device technologies requiring precision machining and injection molding, announced the results of shareholder voting that took place during the Company’s 2015 annual meeting, which was held on July 1, 2015.
The shareholders reelected E.P. Marinos and Salvatore Emma, Jr. to the Board of Directors for three-year terms. Shareholders also voted to approve the advisory “say on pay” resolution, supporting the compensation plan for the executive officers. Additionally, shareholders approved the amendment to the Company’s Certificate of Incorporation to revise the preferred stock authorization and ratified the appointment of Wolf & Company, P.C. as independent auditors for 2015.
The Company also announced the election of Dr. Paul F. Walter as Chairman of the Board, effective July 2, 2015. Dr. Walter has been a member of the Board of Directors since its founding in 1982. Former Chairman, E.P. Marinos, will stay on as a Director, serving on the audit, nominating and corporate governance, and compensation committees.
Dr. Walter stated, “I’m honored to have the opportunity to serve as Chairman of the Board. The Company has focused its growth strategy on expanding its overall share of the contract manufacturing services industry, particularly within the medical devices and components market. I am confident we have the leadership and vision to ensure continued momentum and success.”
About Arrhythmia Research Technology, Inc.
Arrhythmia Research Technology, Inc., through its wholly-owned subsidiary, Micron Products, Inc., is a diversified contract manufacturing organization that produces highly-engineered, innovative medical device technologies requiring precision machining and injection molding. The Company also manufactures components, devices and equipment for military, law enforcement, industrial and automotive applications. In addition, the Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors. The Company’s strategy for growth is to build a best-in-class quality organization and capitalize on its engineering design expertise and reliable, proprietary manufacturing processes to further penetrate the medical device contract manufacturing market.
The Company routinely posts news and other important information on its websites:
http://www.arthrt.com, http://www.micronproducts.com and http://www.micronmedical.com.
Arrhythmia Research Technology Announces Results of Annual Meeting of Stockholders
July 7, 2015
Page 2 of 2
Safe Harbor Statement
Forward-looking statements made herein are based on current expectations of Arrhythmia Research Technology, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include our ability to retain order volumes from customers who represent significant proportions of net sales; our ability to maintain our pricing model, offset higher costs with price increases and/or decrease our cost of sales; variability of customer delivery requirements; the level of sales of higher margin products and services; our ability to renew our credit facility and manage our level of debt and provisions in the debt agreements which could make the Company sensitive to the effects of economic downturns and limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials used in manufacturing at competitive prices; variability of customer delivery requirements; variations in the mix of products sold; and the amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources. More information about factors that potentially could affect the Company's financial results is included in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.
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For more information, contact: | | |
Investor and Media Contact: | Company Contact: |
Deborah K. Pawlowski | Derek T. Welch |
Kei Advisors LLC | Chief Financial Officer |
716.843.3908 | 978.345.5000 |
dpawlowski@keiadvisors.com | | |
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