form8-ka.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

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 1, 2011


DELCATH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)


Delaware
001-16133
06-1245881
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)

 
810 Seventh Avenue, Suite 3505, New York, New York, 10019
(Address of principal executive offices, including zip code)

(212) 489-2100
(Registrant’s telephone number, including area code)

NONE
(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))

 
 

 
 
Explanatory Note:
 
On June 1, 2011, Delcath Systems, Inc. filed a Current Report on Form 8-K to report the preliminary voting results of each of the proposals submitted to a vote of the stockholders at its Annual Meeting of Stockholders, held on May 26, 2011. Delcath Systems, Inc. is filing this Form 8-K/A to amend and restate Item 5.07 of the Current Report on Form 8-K filed on June 1, 2011 to provide the final voting results.
 
Item 5.07. Submission of Matters to a Vote of Security Holders
 
Delcath Systems, Inc.’s Annual Meeting of Stockholders was held on May 26, 2011. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
 
1. The nominees for election as Class II Directors, each for a three year term, were elected based upon the following vote:
 
Nominees
Votes For
Withheld Authority
Broker Non-Votes
Eamonn P. Hobbs
11,391,700
2,218,253
23,992,315
Douglas G. Watson
11,816,444
1,793,509
23,992,315
 
2. The proposal to approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay”), was approved based upon the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
10,701,228
2,655,674
253,053
23,992,313
 
3. The proposal to determine, on an advisory basis, the frequency of future “say-on-pay” votes received the following votes:
 
Every 1 Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Votes
7,458,941
350,819
5,598,487
201,708
23,992,313
 
4. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was approved based upon the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
35,594,137
1,943,609
64,522
0
 
 
 
 

 
 
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.
 
 
 
DELCATH SYSTEMS, INC.
   
   
Dated: June 10, 2011
By:   
/s/ Peter Graham
   
Name:   
Peter Graham
   
Title:
Executive Vice President, General Counsel