Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2020 Bonus Plan Amendment
As previously reported, on
On
Under the Amended Bonus Plan, each of the Company's named executive officers is
eligible to receive a quarterly and an annual bonus if the Company achieves the
target levels set for GAAP revenue (quarterly and annual), operating expense
(quarterly and annual), product margin (quarterly) and gross margin (annual).
For each of the four quarterly periods, the Amended Bonus Plan allocates 15% of
the total
As described in Item 5.07 below, on
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
•To elect the four Class I directors nominated by the Company's Board of
Directors (the "Board") to serve on the Board for a three-year term ("Proposal
1");
•To ratify the appointment of
--------------------------------------------------------------------------------
•To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers (commonly referred to as a "stockholder say-on-pay vote") ("Proposal 3"); •To approve the Company's 2020 Equity Incentive Plan ("Proposal 4");
•To approve the issuance of shares of the Company's common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (i) upon the Company's election, and at its discretion, to pay interest and amortization on its Senior Convertible Notes due 2022 in shares of the Company's common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule ("Proposal 5"); •To approve an amendment to the Company's certificate of incorporation to increase the number of total authorized shares from 255,000,000 to 355,000,000 and the number of authorized shares of common stock from 250,000,000 to 350,000,000 ("Proposal 6"); and
•To act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof.
The following Class I directors listed in Proposal 1 were elected to the Board based on the following votes:
For Withhold Broker Non-Vote Geoffrey Duyk, M.D., Ph.D. 100,471,311 3,000,888 27,422,972 Steven Mills 100,626,443 2,845,756 27,422,972 Carole Piwnica 93,583,229 9,888,970 27,422,972 James McCann 101,761,204 1,710,995 27,422,972
Proposal 2 was approved by the following vote:
For Against Abstain Broker Non-Vote
130,170,643 564,593 159,935 --
Proposal 3 was approved by the following vote:
For Against Abstain Broker Non-Vote
101,434,626 1,692,203 345,370 27,422,972
Proposal 4 was approved by the following vote:
For Against Abstain Broker Non-Vote
92,751,260 10,470,268 250,671 27,422,972
Proposal 5 was approved by the following vote:
For Against Abstain Broker Non-Vote
100,681,545 2,575,530 215,124 27,422,972
Proposal 6 was approved by the following vote:
For Against Abstain Broker Non-Vote 116,010,078 13,935,538 351,516 --
No further business was brought before the Annual Meeting.
--------------------------------------------------------------------------------
© Edgar Online, source