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

GREATBATCH, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-16137		16-1531026
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10000 Wehrle Drive, Clarence, New York		14031
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 759-5600

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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.

The 2011 Annual Meeting of Stockholders of Greatbatch, Inc. was held on May 17, 2011. At the 2011 Annual Meeting, stockholders approved each of management’s proposals which consisted of (i) the election of nine (9) directors, all of whom were then serving as directors of Greatbatch, Inc., for a term of one (1) year and until their successors are elected and qualified; (ii) the approval of the Greatbatch, Inc. 2011 Stock Incentive Plan; (iii) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Greatbatch, Inc. for fiscal year 2011; (iv) the approval, on an advisory basis, of the compensation of Greatbatch, Inc.’s named executive officers; and (v) the approval, on an advisory basis, of one year as the frequency of the advisory vote on the compensation of Greatbatch, Inc.’s named executive officers.

The following table reflects the tabulation of the votes with respect to each director who was elected at the 2011 Annual Meeting:

						Authority
						For Individual				Broker
		Votes For				Withheld				Non-Votes
Pamela G. Bailey			19,760,062				336,926				1,143,828
Michael Dinkins			19,760,062				336,926				1,143,828
Thomas J. Hook			19,848,095				248,893				1,143,828
Kevin C. Melia			19,750,068				346,920				1,143,828
Dr. Joseph A. Miller, Jr.			6,251,658				13,845,330				1,143,828
Bill R. Sanford			19,774,527				322,461				1,143,828
Peter H. Soderberg			19,756,587				340,401				1,143,828
William B. Summers, Jr.			19,757,697				339,291				1,143,828
Dr. Helena S. Wisniewski			19,856,983				240,005				1,143,828

The following table reflects the tabulation of the votes with respect to the approval of the Greatbatch, Inc. 2011 Stock Incentive Plan:

FOR			15,310,797
AGAINST			4,629,340
ABSTAINED			156,851
Broker NON-VOTE			1,143,828

The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Greatbatch, Inc. for fiscal year 2011:

FOR			21,109,018
AGAINST			114,029
ABSTAINED			17,769

The following table reflects the tabulation of the votes with respect to the approval, on an advisory basis, of the compensation of Greatbatch, Inc.’s named executive officers:

FOR			18,781,746
AGAINST			1,000,461
ABSTAINED			314,781
Broker NON-VOTE			1,143,828

The following table reflects the tabulation of the votes with respect to the approval, on an advisory basis, of the frequency of the advisory vote on the compensation of Greatbatch, Inc.’s named executive officers:

1 YEAR			17,944,664
2 YEAR			15,298
3 YEAR			1,898,553
ABSTAINED			238,473
Broker NON-VOTE			1,143,828

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, thereunto duly authorized.