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): June 2, 2016

HEARTWARE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34256	26-3636023
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Old Connecticut Path

Framingham, MA 01701

(Address of principal executive offices)

Registrant’s telephone number, including area code:

508.739.0950

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))

Item 5.07 Submission of Matters to a Vote of Security Holders

On Thursday, June 2, 2016, HeartWare International, Inc. (the “company”) held its Annual Meeting of Stockholders at its corporate headquarters in Framingham, Massachusetts. The company stockholders approved each of the proposals put to a vote as recommended by the company’s Board of Directors. The proposals had been previously announced and described in the Notice of Meeting contained in the company’s Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on April 29, 2016. Of the 17,536,482 shares of the company’s outstanding common stock entitled to vote at the meeting, 16,257,345 shares of common stock, or approximately 92.71%, were represented at the meeting in person or by proxy.

The proposals voted upon and approved by the stockholders of the company were as follows:

1. To elect each of Chadwick Cornell, Douglas Godshall, Seth Harrison, M.D. and Robert Stockman as a Class II Director to hold office until the company’s Annual Meeting of Stockholders to be held in 2019, or until a successor is duly elected and qualified, and to elect Stephen Oesterle, M.D. as a Class I Director to hold office until the company’s Annual Meeting of Stockholders to be held in 2018, or until a successor is duly elected and qualified;

2. To ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and

3. To consider and act on an advisory vote to approve the compensation paid to certain executive officers.

A tabular summary of the voting results is attached as an exhibit and is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Tabular Summary of Voting Results from HeartWare’s June 2, 2016 Annual Meeting of Stockholders

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.

	HeartWare International, Inc.
Date: June 6, 2016	By:	/s/ Lawrence J. Knopf
		Name:  Lawrence J. Knopf
		Title:    Senior Vice President, General Counsel and              Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Tabular Summary of Voting Results from HeartWare’s June 2, 2016 Annual Meeting of Stockholders

EX-99.1

Exhibit 99.1

HEARTWARE INTERNATIONAL, INC.

ANNUAL MEETING – JUNE 2, 2016

Disclosure of Annual Meeting Votes

The following table sets forth the voting results of HeartWare stockholders at HeartWare’s Annual Meeting of Stockholders held on June 2, 2016.

No.	Proposal	Vote Type	Vote Results		Voted (%)
1.	Election of Directors
	a) Chadwick Cornell	For		13,394,956		98.59	%
		Withheld		190,967		1.41	%
		Non Votes		2,671,422		—
	b) Douglas Godshall	For		13,219,777		97.30	%
		Withheld		366,146		2.70	%
		Non Votes		2,671,422		—
	c) Seth Harrison, M.D.	For		13,343,153		98.21	%
		Withheld		242,770		1.79	%
		Non Votes		2,671,422		—
	d) Stephen Oesterle, M.D.	For		13,407,521		98.69	%
		Withheld		178,402		1.31	%
		Non Votes		2,671,422		—
	e) Robert Stockman	For		13,343,332		98.21	%
		Withheld		242,591		1.79	%
		Non Votes		2,671,422		—
2.	Ratification of Appointment of Grant Thornton LLP
		For		16,087,789		98.96	%
		Against		169,556		1.04	%
		Abstain		0		—
		Non Votes		0		—
5.	Executive Compensation Advisory Vote
		For		12,890,932		94.88	%
		Against		690,137		5.08	%
		Abstain		4,854		0.04	%
		Non Votes		2,671,422		—