ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
To the extent permissible by law, the Company will pay a fee of
The foregoing description of the terms of the Letter Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Letter Agreement, a copy of which, unless superseded, will be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Amended and Restated Outside Director Compensation Policy
The Company consulted with an independent compensation consultant regarding its outside director compensation policy relative to prevailing market data. Based on such consultation, the Board made changes to its cash and equity-based compensation (the "Outside Director Compensation Policy") as follows:
Cash compensation: Beginning
Each non-employee director may elect to convert all or a portion of his or her Retainer Cash Payments into a number of options ("Retainer Option," and such election, a "Retainer Option Election"). The number of shares subject to a Retainer Option will be equal to (i) the product of (A) the dollar value of the aggregate Retainer Cash Payments that the non-employee director elects to forego over the course of a specified period covered by a Retainer Option Election in favor of receiving a Retainer Option multiplied by (B) three, divided by (ii) the fair market value of a share on the date of grant of the Retainer Option, provided that the number of shares covered by such Retainer Option shall be rounded to the nearest whole share.
Equity Compensation: Each new non-employee director shall receive a stock option grant to purchase 32,500 shares of the Company's common stock under the terms of the then in effect equity compensation plan. These initial awards will vest over three years, with one-third of the shares subject to the option vesting on the one-year anniversary of the date of grant, and the remaining shares vesting monthly over the following two years, provided such non-employee director continues to serve as a director through each vesting date. In addition, each non-employee director shall be eligible to automatically receive an annual stock option grant to purchase 20,000 shares of the Company's common stock on the date of the annual meeting beginning on the date of the first annual meeting that is held after such non-employee director received his or her initial award, provided such non-employee director continues to serve as a director through such date. Such annual awards vest monthly over one year, provided such non-employee director continues to serve as a director through each vesting date.
In the event of a "change in control," the participant non-employee director will fully vest in and have the right to exercise awards as to all shares underlying such awards and all restrictions on awards will lapse, and all performance goals or
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other vesting criteria will be deemed achieved at 100% of target level and all other terms and conditions met, provided the non-employee director remains a director through the date of such change in control.
Item 5.07.Submission of Matters to a Vote of Security Holders.
On
1. To elect six directors to hold office until the Company's 2021 annual meeting
and until their successors are duly elected and qualified, subject to earlier resignation or removal; and
2. To ratify the appointment of
independent registered public accounting firm for the fiscal year ending
The voting results for each of these proposals are detailed below:
1. Election of Directors Nominee For Against Abstained Broker Non-votes Kenneth A. Clark 11,277,956 91,578 265,615 5,967,227 Robert W. Duggan 11,542,765 84,095 8,289 5,967,227 Mitchell E. Levinson 11,507,542 73,992 53,615 5,967,227 Manmeet S. Soni 11,338,812 89,740 206,597 5,967,227 Darrin R. Uecker 11,545,330 63,492 26,327 5,967,227 Makham Zanganeh, D.D.S. 11,545,328 63,345 26,476 5,967,227
Each director nominee was duly elected to serve until the 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified.
2. Ratification of Appointment of Independent Registered Public Accounting Firm
For Against Abstained Broker Non-votes 17,500,467 8,377 93,532 N/A
The stockholders ratified the appointment of
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