01—Abstract
Summary
Summary of the 8-K filed November 20, 2025. Cited figures are marked; the original filing is the authoritative source.
ResMed Inc. (RMD) filed this Form 8-K reporting results of its 2025 annual meeting of stockholders held on November 19, 2025, along with governance changes.
Richard Sulpizio did not seek re-election, and his term expired at the conclusion of the meeting, creating a board vacancy. The board approved reducing the number of directors from twelve to eleven. Stockholders elected the eleven nominees, ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, approved on an advisory basis the compensation of named executive officers, and approved the amendment and restatement of the 2009 Incentive Award Plan and the 2018 Employee Stock Purchase Plan.
The 2009 Plan Amendment increases the shares reserved for issuance by 2,400,000, eliminates the plan's fixed term, and authorizes incentive stock options. The ESPP Amendment increases the shares that may be issued by 3,000,000, eliminates the fixed term, and provides for options intended to be tax qualified under Section 423 of the Internal Revenue Code. Both amendments were adopted by the board on August 15, 2025, subject to stockholder approval, and became effective upon approval.
Voting results show broad support for the slate and proposals. Each director received between 98.9 million and 109.4 million votes for, with against votes ranging from 135,377 to 10,615,305 depending on the nominee. The say-on-pay proposal received 98,435,762 votes for and 11,004,916 against, and the 2009 Plan Amendment received 104,708,816 votes for and 4,739,662 against.
02—Key points
Key Highlights
- Richard Sulpizio did not seek re-election; his term ended November 19, 2025, and the board reduced its size from twelve to eleven directors.
- Stockholders approved an amendment and restatement of the 2009 Incentive Award Plan, adding 2,400,000 shares, eliminating the fixed term, and authorizing incentive stock options.
- Stockholders approved an amendment and restatement of the 2018 Employee Stock Purchase Plan, adding 3,000,000 shares, eliminating the fixed term, and providing for Section 423 tax-qualified options.
- All eleven director nominees were elected to serve until the 2026 annual meeting.
- Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026.
- Say-on-pay advisory vote on named executive officer compensation received 98,435,762 votes for and 11,004,916 against.
- Both plan amendments were adopted by the board on August 15, 2025, subject to stockholder approval, and became effective upon approval at the meeting.
03—Questions
Frequently Asked Questions
Why did the board size change?
Richard Sulpizio did not seek re-election, and his term expired at the conclusion of the November 19, 2025 annual meeting. The board approved reducing its size from twelve to eleven directors, effectively eliminating the vacancy.
What changed in the 2009 Incentive Award Plan?
Stockholders approved an amendment that increases reserved shares by 2,400,000, eliminates the plan's fixed term, and authorizes the grant of incentive stock options. The full text is filed as Exhibit 10.1.
What changed in the Employee Stock Purchase Plan?
The amendment increases the shares that may be issued by 3,000,000, eliminates the fixed term, and provides for options intended to be tax qualified under Section 423 of the Internal Revenue Code. The full text is filed as Exhibit 10.2.
How much stockholder support did the proposals receive?
The 2009 Plan Amendment received 104,708,816 votes for and 4,739,662 against, while the ESPP Amendment received 109,320,625 votes for and 246,682 against. The say-on-pay proposal received 98,435,762 votes for and 11,004,916 against.
Who is the independent auditor?
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 103,397,962 votes for and 10,908,581 against.
04—Continue