8-K

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

Date of Report (Date of earliest event reported): November 8, 2022

CARDIOVASCULAR SYSTEMS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-52082	41-1698056
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1225 Old Highway 8 Northwest

St. Paul, Minnesota 55112-6416

(Address of Principal Executive Offices and Zip Code)

651 259-1600

(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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, One-tenth of One Cent ($0.001) Par Value Per Share	CSII	The Nasdaq Stock Market LLC

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual Meeting of Stockholders on November 8, 2022. Set forth below is a brief description of each matter voted upon at the meeting and the voting results with respect to each matter.

1. Proposal to elect Class II directors to hold office until the fiscal 2025 Annual Meeting of Stockholders.

Class II Director’s Name	For	Against	Abstain	Broker Non-Votes
Scott R. Ward	31,957,509	1,145,501	23,441	3,239,396
Kelvin Womack	30,080,980	3,021,964	23,507	3,239,396

2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2023.

For	Against	Abstain	Broker Non-Votes
36,097,678	217,353	50,816	—

3. Proposal to cast a non-binding advisory vote on the compensation paid to the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
31,320,582	1,769,782	36,087	3,239,396

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.

Date: November 9, 2022

CARDIOVASCULAR SYSTEMS, INC.
By:	/s/ Alexander Rosenstein
	Alexander Rosenstein General Counsel and Corporate Secretary

XML

Document and Entity Information	Nov. 08, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 08, 2022
Entity Registrant Name	CARDIOVASCULAR SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-52082
Entity Tax Identification Number	41-1698056
Entity Address, Address Line One	1225 Old Highway 8 Northwest
Entity Address, City or Town	St. Paul
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55112-6416
City Area Code	651
Local Phone Number	259-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, One-tenth of One Cent ($0.001)Par Value Per Share
Trading Symbol	CSII
Security Exchange Name	NASDAQ
Entity Central Index Key	0001180145
Amendment Flag	false