Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 3, 2021, the Board of Directors (the "Board") of Glaukos Corporation
(the "Company") approved an updated form indemnification agreement (the "Updated
Form Indemnification Agreement") that will be entered into with each of (i) the
Company's executive officers (Messrs. Thomas W. Burns, President and Chief
Executive Officer, Chris M. Calcaterra, Chief Operating Officer, and Joseph E.
Gilliam, Chief Financial Officer and Senior Vice President, Corporate
Development) and (ii) each of the Company's non-employee directors (Mr. William
J. Link, Ph.D., Mr. Mark J. Foley, Mr. Marc A. Stapley, Dr. Leana S. Wen, Dr.
Gilbert H. Kliman, Ms. Aimee Weisner, Ms. Denice Torres and Mr. David F.
Hoffmeister) (collectively, the "Indemnitees"). We also anticipate entering into
the Updated Form Indemnification Agreement with any new executive officers and
directors. Pursuant to the Updated Form Indemnification Agreement, among other
things and subject to certain exceptions, the Company will continue to indemnify
and advance certain expenses and costs incurred by each Indemnitee in connection
with any threatened, pending or completed proceeding arising by reason of his or
her service as a director or officer, to the fullest extent permitted by
applicable law.
The Updated Form Indemnification Agreement supersedes the previously existing
form indemnification agreement entered into between the Company and the
Indemnitees, which was filed as Exhibit 10.8 to the Company's Registration
Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on
May 12, 2015. The Board adopted the Updated Form Indemnification Agreement to,
among other things, incorporate certain updates that reflect market
indemnification practices and clarify the scope of the Indemnitees' rights under
the agreement and certain procedural and other requirements related to requests
for indemnification.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (the "Annual Meeting") of the Company was
held on June 3, 2021. At the Annual Meeting, the Company's stockholders voted on
three proposals, each of which is described in more detail in the Company's
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on April 22, 2021.
The final voting results for each matter submitted to a vote of stockholders at
the Annual Meeting are as follows:
Proposal 1. The election of three Class III directors to hold office until the
2024 annual meeting of stockholders and until their respective successors are
duly elected and qualified:
Broker
For Withheld Non-Votes
Thomas W. Burns 32,807,676 8,190,268 2,782,278
Leana S. Wen, M.D. 40,777,712 220,232 2,782,278
Marc A. Stapley 32,667,838 8,330,106 2,782,278
Proposal 2. The non-binding advisory vote regarding approval of the compensation
of the Company's named executive officers:
Broker
For Against Abstain Non-Votes
38,105,963 2,834,497 57,484 2,782,278
Proposal 3. The ratification of the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the year ending
December 31, 2021:
1,
For Against Abstain
43,622,867 107,124 50,231
There were no broker non-votes on Proposal 3.
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