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RESMED INC Proxy Solicitation & Information Statement 2022

Oct 5, 2022

65715_rns_2022-10-05_fe5d0f44-e587-4402-90ba-615ec9d55297.pdf

Proxy Solicitation & Information Statement

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant � Filed by a Party other than the Registrant �

Check the appropriate box:

  • Preliminary Proxy Statement � Confidential, for Use of the Commission

  • � Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)) � Definitive Additional Materials

  • Soliciting Material Pursuant to § 240.14A-12

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(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Payment of Filing Fee (Check all boxes that apply):

  • No fee required.

  • Fee paid previously with preliminary materials.

  • Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

US-DOCS\135492894.1

Your Vote Counts!

RESMED INC.

2022 Annual Meeting

Date: November 16, 2022 Time: 4:30 p.m. (US Pacific Time) November 17, 2022 Time: 11:30 a.m. (Australian Eastern Time) 8:30 a.m. (Singapore Time) Live webcast: Meeting live via the internet-please visit www.virtualshareholdermeeting.com/RMD2022

RESMED INC. 9001 SPECTRUM CENTER BLVD. SAN DIEGO, CA 92123 ATTN: AMY WAKEHAM

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D90990-P80595

Important notice regarding the availability of proxy materials for the stockholder meeting to be held on November 16, 2022 (US Time)/ November 17, 2022 (Australian and Singapore Time).

You invested in RESMED INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting.

Get informed before you vote

View the Notice, Proxy Statement, and Form 10-K online at www.ProxyVote.com, OR you can receive a free paper or email copy of the materials. If you would like to request a copy of the materials for this and/or future stockholder meetings, you may (1) visit http://www.ProxyVote.com, (2) call 1-800-579-1639, or (3) send an email to [email protected], by November 2, 2022. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

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For complete information and to vote, visit www.ProxyVote.com

Control #

Smartphone users

Point your camera here and vote without entering a control number

Vote Virtually at the Meeting*

November 16, 2022 at 4:30 p.m. (US Pacific Time) November 17, 2022 at 11:30 a.m. (Australian Eastern Time), 8:30 a.m. (Singapore Time)

Virtually at: www.virtualshareholdermeeting.com/RMD2022

*Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting ItemsBoardRecommends Voting ItemsBoardRecommends
1. Elect ten directors, each to serve until our 2023 annual meeting and until their successors are elected and qualified. Thenominees for election as directors at the 2022 annual meeting are:Continuing directors:1a. Carol Burt For
1b. Jan De Witte For
1c. Karen Drexler For
1d. Michael Farrell For
1e. Peter Farrell For
1f. Harjit Gill For
1g. John Hernandez For
1h. Richard Sulpizio For
1i. Desney Tan For
1j. Ronald Taylor For
2. Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year endingJune 30, 2023. For
3. Approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxystatement (“say-on-pay”). For

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

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