Your vote is important. Please submit your proxy, or provide instructions to your brokerage firm, bank
or the CHESS Depositary Nominees. This will ensure that your shares are voted at our annual meeting.
How many shares must be present or
represented to conduct business at the annual meeting?
A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will
be present if a majority of the outstanding shares entitled to vote are represented at our annual meeting. Shares represented by proxies that reflect abstentions or broker
non-votes
will be counted as shares
represented at our annual meeting for purposes of determining a quorum. If there are insufficient votes to constitute a quorum at the time of the annual meeting, we may adjourn the annual meeting to solicit additional proxies.
On the record date we had outstanding 142,691,815 shares of common stock (excluding treasury shares), the holders of which are entitled to one vote
per share. Accordingly, an aggregate of 142,691,815 votes may be cast on each matter to be considered at our annual meeting, and at least 71,345,908 shares must be represented at the meeting to have a quorum.
What is the voting requirement to approve each of the proposals?
Proposal 1
Directors will be elected by a majority of the votes cast in person or by proxy, which means that the number of votes cast
for a candidate for director must exceed the number of votes cast against that candidate. Abstentions and broker
non-votes
do not count as a vote cast either for or
against and will not affect the outcome of the election.
Under our boards policy, in uncontested elections, an incumbent director
nominee who does not receive the required votes for
re-election
will continue to serve, but is expected to tender a resignation to the board. The nominating and governance committee, or another duly authorized
committee of the board, will decide whether to accept or reject the tendered resignation, generally within 90 days after the election results are certified. We will publicly disclose the boards decision on the tendered resignation and the
rationale behind the decision.
Proposal 2
The proposal to ratify our selection of KPMG LLP as our independent registered public
accounting firm for the fiscal year ending June 30, 2019 requires the affirmative vote of a majority of the aggregate votes cast in person or by proxy. Abstentions will not affect the outcome of this proposal. Brokers generally have
discretionary authority to vote on the ratification of our independent registered public accounting firm, so we do not expect broker
non-votes
to result from the vote on proposal 2. Any broker
non-votes
that may result will not affect the outcome of this proposal.
Proposal 3
The proposal to
approve an amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan requires the affirmative vote of a majority of shares cast in person or by proxy. Abstentions and broker
non-votes
will not affect the
outcome of this proposal.
Proposal 4
The advisory vote to approve our executive compensation,
(say-on-pay
vote), requires the affirmative vote of a majority of shares cast in person or by proxy. Abstentions and broker
non-votes
will not affect the
outcome of this proposal. As an advisory vote, the results of this vote will not be binding on the board or the company. However, the board values the opinions of our stockholders and will consider the outcome of the vote when making future
decisions on our named executive officers compensation, and on our executive compensation principles, policies and procedures.
Who pays the costs of proxy solicitors?
The cost of soliciting proxies will be borne by us. After the original delivery of the notice and other proxy soliciting material, further solicitation
of proxies may be made by mail, telephone, facsimile, electronic mail, and personal interview by our regular employees, who will not receive additional compensation for the solicitation. We will also request that brokerage firms and other nominees
or fiduciaries deliver the notice and proxy soliciting material to beneficial owners of the stock held in their names, and we will reimburse them for reasonable
out-of-pocket
expenses they incur.
How can I see a list of
stockholders?
Under Delaware law, a list of stockholders entitled to vote at our annual meeting will be available at the meeting and for
ten days before our annual meeting in our principal executive office, located at 9001 Spectrum Center Boulevard, San Diego, California, 92123 USA, between the hours of 9:00 a.m. and 4:00 p.m. US Pacific Time.
How will I receive my proxy materials?
We are furnishing proxy materials (proxy statement and annual report on Form
10-K)
to our stockholders by the
internet, instead of mailing printed copies of proxy materials to each stockholder. Accordingly, we are sending a notice of internet
4