8-K
filed November 20, 2023, 6:59 PM ET
ticker RMD
CIK 0000943819
other
confidence high
sentiment neutral
materiality 0.20
ResMed amends bylaws for universal proxy rules; annual meeting results filed
RESMED INC
- Board adopted amended bylaws on Nov 17, 2023, addressing SEC universal proxy rules (Rule 14a-19) and restricting proxy card color.
- Stockholders elected all 10 director nominees; votes ranged from 91.5M (Sulpizio) to 102.5M (De Witte).
- KPMG ratified as auditor for FY ending June 30, 2024: 105.1M for, 6.0M against.
- Say-on-pay approved on advisory basis: 84.3M for, 19.6M against; future say-on-pay votes set to annual.
- Bylaw amendments include technical, ministerial, and DGCL-alignment updates.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RESMED INC: Amended and restated bylaws to address universal proxy rules, proxy card color requirement, and other updates (effective 2023-11-17).
- Change
- bylaw amendment
- Effective
- 2023-11-17
Exact text from the filing
On November 17, 2023, the Board of Directors (the “Board”) of ResMed Inc., a Delaware corporation (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended, the “Bylaws”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RESMED INC shareholders approved Approve, on an advisory basis, the compensation of our named executive officers at the 2023-11-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-11-16
Exact text from the filing
Item of business 3: Approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement (“say-on-pay”). 84,318,661 19,649,791 77,972 7,126,855
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RESMED INC shareholders approved Approve, on an advisory basis, the frequency of future say-on-pay votes on an annual basis at the 2023-11-16 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-11-16
Exact text from the filing
Item of business 4: Approve, on an advisory basis, the frequency of future say-on-pay votes. 101,600,575 463,611 948,607 1,033,631
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RESMED INC shareholders approved Ratify selection of KPMG LLP as independent registered public accounting firm for fiscal year ending June 30, 2024 at the 2023-11-16 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-11-16
Exact text from the filing
Item of business 2: Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024. 105,125,513 5,995,541 52,225
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RESMED INC shareholders approved Election of ten directors named below at the 2023-11-16 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-11-16
Exact text from the filing
Item 5.07. Submission of Matters to a Vote of Security Holders. On November 16, 2023, at our annual meeting of stockholders, our stockholders (1) elected the ten nominees listed below to serve on our board of directors; (2) ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024; and (3) approved, on an advisory basis, the compensation of our named executive officers (“say-on-pay”); and (4) approved, the frequency for an advisory vote of future say-on-pay votes on an annual basis.
View on SEC.gov
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