ResMed : Submission of Matters to a Vote of Security Holders - Form 8-K

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

November 16, 2022

Date of Report (Date of earliest event reported)

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15317		98-0152841
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9001 Spectrum Center Boulevard

San Diego, California92123

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.004 par value		RMD		NYSE

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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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.

On November 16, 2022, at our annual meeting of stockholders, our stockholders (1) elected the ten nominees listed below to serve on our board of directors; (2) ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023; and (3) approved, on an advisory basis, the compensation of our named executive officers ("say-on-pay").

		For			Against			Abstain			Broker Non-Votes
Item of business 1: Elect the following seven directors, each to serve until our 2023 annual meeting and until their successors are elected and qualified:
Carol Burt			112,920,252				1,611,838				653,168				4,934,277
Jan De Witte			114,414,039				549,367				221,852				4,934,277
Karen Drexler			112,325,192				2,592,899				267,167				4,934,277
Michael Farrell			114,166,629				811,588				207,041				4,934,277
Peter Farrell			110,955,680				3,892,880				336,698				4,934,277
Harjit Gill			113,995,558				965,687				224,013				4,934,277
John Hernandez			113,649,577				1,311,352				224,329				4,934,277
Richard Sulpizio			102,238,286				12,686,008				260,964				4,934,277
Desney Tan			114,124,829				836,885				223,544				4,934,277
Ronald Taylor			102,459,467				12,464,667				261,124				4,934,277
		For			Against			Abstain			Broker Non-Votes
Item of business 2: Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023.			113,914,469				6,001,739				203,327
		For			Against			Abstain			Broker Non-Votes
Item of business 3: Approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement ("say-on-pay").			103,364,254				11,566,190				254,814				4,934,277

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

		RESMED INC.
Date: November 17, 2022			By:		/s/ David Pendarvis
			David Pendarvis
			Chief administrative officer, global general counsel and secretary