Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2022, the board of directors (the "Board") of Quanterix Corporation
(the "Company") appointed Karen A. Flynn to serve on the Board, effective as of
June 6, 2022. Ms. Flynn will serve as a Class I director with a term that will
expire at the Company's 2024 annual meeting of stockholders.
There is no arrangement or understanding between Ms. Flynn and any other person
pursuant to which she was selected as a director of the Company, and there is no
family relationship between Ms. Flynn and any of the Company's other directors
or executive officers. Ms. Flynn does not have a material interest in any
transaction that is required to be disclosed under Item 404(a) of Regulation
S-K.
In accordance with the Company's non-employee director compensation policy (the
"Policy"), Ms. Flynn will receive an equity award valued at $400,000 comprised
of (i) 60% non-qualified stock options to purchase the Company's common stock at
an exercise price equal to the closing price of the common stock on June 6, 2022
and (ii) 40% RSUs. The options vest over three years from the date of grant,
with one-third vesting on the first anniversary and the remainder vesting over
the following two years in 24 successive equal monthly installments. The RSUs
vest over a three-year period, with one-third vesting on each of the first,
second, and third anniversaries of the grant date. Ms. Flynn will also receive
annual compensation and annual equity awards as further provided in the Policy.
A description of the Policy is available in the Company's proxy statement filed
with the Securities and Exchange Commission on April 29, 2022 (File No.
001-38319) under the heading "Executive Officer and Director Compensation -
Director Compensation - Non-Employee Director Compensation Policy."
A copy of the press release dated June 6, 2022 announcing the appointment of
Ms. Flynn is filed as Exhibit 99.1 hereto and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated June 6, 2022.
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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