Form 8-K

 

 

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) May 23, 2012

 

 

ALIGN TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

0-32259   94-3267295
(Commission File Number)   (IRS Employer Identification No.)

 

2560 Orchard Parkway,

San Jose, California

  95131
(Address of Principal Executive Offices)   (Zip Code)

(408) 470-1000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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))

 

 

 


ITEM 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the “Annual Meeting”) of Align Technology, Inc. (the “Company”) was held on May 23, 2012. At the Annual Meeting, the shareholders voted on the following three proposals and cast their votes as described below. For more information about these proposals, see the Company’s proxy statement dated April 18, 2012, the relevant portions of which are incorporated herein by reference.

Proposal 1

The eight nominees who received the highest number of votes (out of the eight individuals named below) were elected to the Board of Directors and will serve as directors until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.


Director Nominee

   Votes For      Withheld      Non-Votes  

David E. Collins

     64,510,977         6,477,449         4,937,334   

Joseph Lacob

     66,178,588         4,809,838         4,937,334   

C. Raymond Larkin, Jr.

     66,713,948         4,274,478         4,937,334   

George J. Morrow

     64,521,517         6,466,909         4,937,334   

Dr. David C. Nagel

     62,217,394         8,771,032         4,937,334   

Thomas M. Prescott

     66,725,518         4,262,908         4,937,334   

Greg J. Santora

     66,722,495         4,265,931         4,937,334   

Warren S. Thaler

     66,714,789         4,273,637         4,937,334   

Proposal 2

Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2012, as described in the proxy materials. This proposal was approved.

 

For

     74,826,928   

Against

     1,084,869   

Abstain

     13,963   

Proposal 3

Proposal 3 was a management proposal to hold an advisory vote to approve the compensation of the Company’s named executive officers, as described in the proxy materials. This proposal was approved.

 

For

     64,974,737   

Against

     5,864,973   

Abstain

     148,716   

Non Votes

     4,937,334   


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 29, 2012     ALIGN TECHNOLOGY, INC.
    By:   /s/ Roger E. George
      Roger E. George
     

Vice President, Legal & Corporate Affairs, General

Counsel and Corporate Secretary