01—Abstract
Summary
Summary of the 8-K filed November 21, 2024. Cited figures are marked; the original filing is the authoritative source.
ResMed Inc. filed this Current Report on Form 8-K dated November 21, 2024, to report the results of matters submitted to a vote of security holders at its annual meeting of stockholders held on November 20, 2024.
The filing covers Item 5.07 only and contains no financial results, guidance, or operating metrics. Stockholders took three actions. They elected eleven nominees to the board of directors, each to serve until the 2025 annual meeting and until their successors are elected and qualified.
They ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025. They also approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement. Vote tallies show broad support for most nominees and for the auditor ratification.
Richard Sulpizio drew the most opposition among the directors, with 88,007,747 votes for and 22,003,356 against. Ronald Taylor received 95,465,730 for and 14,705,330 against, and Karen Drexler received 101,135,602 for and 9,042,745 against.
On say-on-pay, 92,885,004 votes were cast for and 17,284,647 against, with 87,620 abstentions and 4,969,328 broker non-votes. The filing was signed by Michael Rider, Chief Legal Officer, Global General Counsel and Secretary.
02—Key points
Key Highlights
- At the November 20, 2024 annual meeting, stockholders elected all eleven board nominees, each to serve until the 2025 annual meeting.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025, with 105,082,628 votes for and 10,096,722 against.
- Stockholders approved, on an advisory basis, the compensation of named executive officers (say-on-pay), with 92,885,004 votes for and 17,284,647 against.
- Richard Sulpizio received the highest number of against votes among the directors at 22,003,356, versus 88,007,747 for.
- Ronald Taylor received 14,705,330 against votes, versus 95,465,730 for, and Karen Drexler received 9,042,745 against votes, versus 101,135,602 for.
- Broker non-votes were 4,969,328 on each director election and on the say-on-pay proposal, as reported in the filing.
- The filing contains no financial results, guidance, or other operating disclosures.
03—Questions
Frequently Asked Questions
Who was elected to ResMed's board of directors at the November 20, 2024 annual meeting?
Stockholders elected eleven nominees: Carol Burt, Christopher DelOrefice, Jan De Witte, Karen Drexler, Michael Farrell, Peter Farrell, Harjit Gill, John Hernandez, Richard Sulpizio, Desney Tan, and Ronald Taylor. Each will serve until the 2025 annual meeting and until a successor is elected and qualified.
Which independent auditor did stockholders ratify?
Stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025. The filing reports 105,082,628 votes for, 10,096,722 against, and 47,249 abstentions.
How did stockholders vote on executive compensation?
Stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. The vote was 92,885,004 for, 17,284,647 against, 87,620 abstentions, and 4,969,328 broker non-votes.
Which director nominee received the most opposition?
Richard Sulpizio received 22,003,356 against votes, the highest among the eleven nominees, compared with 88,007,747 for votes and 246,168 abstentions. Ronald Taylor and Karen Drexler also drew substantial against votes, at 14,705,330 and 9,042,745 respectively.
04—Continue