Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ALIGN TECHNOLOGY INC Regulatory Filings 2013

May 21, 2013

30658_rns_2013-05-21_77ed278e-9149-44c6-b1e7-88cbe1e9f040.zip

Regulatory Filings

Open in viewer

Opens in your device viewer

8-K 1 a05-21x2013.htm FORM 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using WebFilings 1 Copyright 2008-2013 WebFilings LLC. All Rights Reserved 05-21-2013

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 16, 2013

_____________________________________________________

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 16, 2013. At the Annual Meeting, the shareholders voted on the following four proposals and cast their votes as described below. For more information about these proposals, see the Company's proxy statement dated April 18, 2013, the relevant portions of which are incorporated herein by reference.

Proposal 1

The following eight nominees received the a majority of the votes cast and 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 Against Abstain Non-Votes
David E. Collins 62,086,033 503,627 6,501,258 5,280,959
Joseph Lacob 64,809,399 542,876 3,738,643 5,280,959
C. Raymond Larkin, Jr. 65,462,102 543,137 3,085,672 5,280,959
George J. Morrow 62,672,264 72,450 6,346,204 5,280,959
Dr. David C. Nagel 62,671,832 73,914 6,345,172 5,280,959
Thomas M. Prescott 65,990,259 84,926 3,015,733 5,280,959
Greg J. Santora 65,447,327 500,979 3,142,612 5,280,959
Warren S. Thaler 65,546,457 399,498 3,144,963 5,280,959

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 2013, as described in the proxy materials. This proposal was approved.

For 73,053,542
Against 1,060,514
Abstain 257,821

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 64,706,355
Against 4,256,233
Abstain 128,330
Non Votes 5,280,959

Proposal 4

Proposal 4 was a management proposal to approve our amended and restated 2005 Incentive Plan to, among other things, increase the number of shares available for issuance thereunder by 7,000,000 shares. This proposal was approved.

For 57,347,342
Against 11,436,006
Abstain 307,570
Non Votes 5,280,959

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.

ALIGN TECHNOLOGY, INC.
May 21, 2013 By: /s/ Roger E. George
Roger E. George
Vice President, Corporate and Legal Affairs, General Counsel and Interim Chief Financial Officer