pen-20200603
0001321732FALSE00013217322020-06-032020-06-03

__________________________________________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________________________________________________________

FORM 8-K 
_______________________________________________________________________________________________________________________________

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

June 3, 2020
Date of Report (Date of earliest event reported) 
_______________________________________________________________________________________________________________________________

Penumbra, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________________________________________________________

Delaware001-3755705-0605598
(State or other jurisdiction of incorporation or organization)(Commission File No.)(I.R.S. employer identification number)
One Penumbra Place
Alameda, CA 94502
(Address of principal executive offices, including zip code)
 
(510) 748-3200
(Registrant’s telephone number, including area code) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 
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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, Par value $0.001 per sharePENThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 5.07.Submission of Matters to a Vote of Security Holders.
 
(a)Penumbra, Inc. (“Penumbra” or the “Company”) held its Annual Meeting of Stockholders on June 3, 2020 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 15, 2020, the record date for the Annual Meeting, there were 35,072,846 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, and 30,608,261 of such shares were voted in person or by proxy at the Annual Meeting on the proposals described below.

(b)At the Annual Meeting, Penumbra’s stockholders voted on the following three proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2020. The number of votes cast with respect to each proposal was as indicated below:
1)
Election of Class II Directors. The following nominees were elected to serve as Class II directors until the Company’s 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, based on the following results of voting:

NomineeVotes ForVotes WithheldBroker Non-Votes
Arani Bose, M.D.21,041,2294,915,6934,651,339
Bridget O'Rourke21,135,0874,821,8354,651,339
Surbhi Sarna25,856,763100,1594,651,339

2)
Ratification of Selection of Independent Registered Public Accounting Firm. The selection of Deloitte & Touche LLP as the independent registered public accounting firm for Penumbra for the fiscal year ending December 31, 2020 was ratified based on the following results of voting:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
30,312,871285,9059,485N/A

3)
Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers was approved, on an advisory basis, based on the following results of voting:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
25,501,739431,20323,9804,651,339








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.
 
       
    PENUMBRA, INC.
    
Date: June 9, 2020   By: /s/ Johanna Roberts
      Johanna Roberts
      Executive Vice President, General Counsel and Secretary


v3.20.1
Cover
Jun. 03, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 03, 2020
Entity Registrant Name Penumbra, Inc.
Entity Central Index Key 0001321732
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-37557
Entity Tax Identification Number 05-0605598
Entity Address, Address Line One One Penumbra Place
Entity Address, City or Town Alameda
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94502
City Area Code 510
Local Phone Number 748-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par value $0.001 per share
Trading Symbol PEN
Security Exchange Name NYSE
Entity Emerging Growth Company false