Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2020, the Board of Directors (the "Board") of Neos Therapeutics,
Inc. ("Neos" or the "Company") approved a change to its non-employee director
compensation program. As modified by the Board, the value of the annual stock
option grant to each non-employee director of the Company as of the date of the
annual stockholder meeting was decreased from $38,000 in fair value on the grant
date (using a Black-Scholes option pricing model) to approximately $23,400 in
fair value and the Board added an option to make the annual equity award in the
form of restricted stock units that vest in full on the one-year anniversary of
the date of grant. All other aspects of the cash and equity compensation of
non-employee directors remain unchanged. A copy of the Neos Therapeutics, Inc.
Non-Employee Director Compensation Policy, effective as of June 10, 2020, is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
In connection with the Annual Meeting of Stockholders of the Company held on
June 10, 2020 (the "Annual Meeting"), there were 49,743,955 shares outstanding
as of the April 13, 2020 record date, of which 34,852,979 shares, or
approximately 70.06%, were present or represented by proxy at the Annual
Meeting.
With respect to the matters submitted for a vote of stockholders at the Annual
Meeting: (i) each of the Class II directors nominated, Gerald McLaughlin and
Greg Robitaille, were elected to serve for a three-year term expiring at the
Company's annual meeting of stockholders in 2023 and until their successors have
been elected and qualified, subject to their earlier resignation or removal
("Proposal 1"), and (ii) the selection of RSM US LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2020 was ratified ("Proposal 2"). Set forth below are the voting
results for each such matter.
Proposal 1:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Gerald McLaughlin 18,121,872 1,314,482 15,416,625
Greg Robitaille 18,123,640 1,312,714 15,416,625
Proposal 2:
For Against Abstain Broker Non-Votes
34,523,898 227,386 101,695 -
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Description
Neos Therapeutics, Inc. Non-Employee Director Compensation Policy
10.1 dated June 10, 2020
2
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