TEMPEST THERAPEUTICS, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Approval of Amended and Restated 2019 Equity Incentive Plan
On
• increase in the number of shares available for issuance under the Amended
2019 EIP by 1,132,252 shares;
• increase in the maximum number of awards that may be granted as incentive
stock options under the Amended 2019 EIP to a total of 5,000,000 shares;
• increase in the annual limitation on annual non-employee director
compensation from $500,000 ($1,000,000 in the first year of service) to
$750,000 ($1,000,000 in the first year of service), commencing in
calendar year 2023; and
• update the provision relating to treatment of awards in the event of a
corporate transaction or change in control to reflect that if awards held
by continuing employees are not assumed by a buyer, vesting shall
accelerate (at target in the case of performance-based awards).
A summary description of the terms of the Amended 2019 EIP is set forth in the
Company's definitive proxy statement on Schedule 14A, filed with the
Approval of Amended and Restated 2019 Employee Stock Purchase Plan
On
• increase in the number of shares available for issuance under the Amended
2019 ESPP by 107,596 shares; and
• modification of the calculation of the number of shares of our common
stock added automatically on January 1 of each year beginning on
January 1, 2023 , and continuing through (and including) January 1, 2029 ,
to be equal to the lesser of (i) 1.5% of the total number of shares of
Common Stock outstanding on December 31st of the preceding calendar year
and (ii) 500,000 shares of Common Stock.
A summary description of the terms of the Amended 2019 ESPP is set forth in the 2022 Proxy Statement under the heading "Proposal 3 - Approval of the Amended and Restated 2019 Employee Stock Purchase Plan." This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended 2019 EIP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
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Proposal 1. Election of Directors.
The Company's stockholders elected the person listed below as a Class I director, to serve until the Company's 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results were as follows:
Proposal 2. Approval of the Amended and Restated 2019 Equity Incentive Plan.
The Company's stockholders ratified the Amended 2019 EIP, which amends, restates and will be a successor to, and replacement of, the 2019 EIP. The final voting results were as follows:
Votes For Votes Withheld Abstentions Broker Non-Votes 4,210,293 1,250,678 38,293 704,808
Proposal 3. Approval of the Amended and Restated 2019 Employee Stock Purchase Plan.
The Company's stockholders ratified the Amended ESPP, which amends and restates
the
Votes For Votes Withheld Abstentions Broker Non-Votes 4,460,702 1,000,328 38,234 704,808
Proposal 4. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company's stockholders ratified the selection of
Votes For Votes Withheld Abstentions Broker Non-Votes 6,179,790 23,298 984 -
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Proposal 5. Approval, on an advisory basis, of the compensation of the Company's named executive officers.
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The final voting results were as follows:
Votes For Votes Withheld Abstentions Broker Non-Votes 5,284,361 28,088 160,111 731,512
Proposal 6. Approval, on an advisory basis, of the frequency of stockholder approval of the compensation of our named executive officers.
The Company's stockholders approved, on an advisory basis, the frequency of stockholder approval of the compensation of the Company's named executive officers. The final voting results were as follows:
1 Year 2 Years 3 Years Abstention Broker Non-Votes 5,301,854 957 34,891 134,858 731,522
The frequency of one year received the highest number of votes cast by stockholders at the Annual Meeting. Based on the recommendation of the Board in the proxy statement for the Annual Meeting and these advisory vote results, the Company will hold future Say-on-Pay votes every year until the next required non-binding advisory vote on the frequency of Say-on-Pay votes, which is required to occur no later than the Company's 2028 Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 10.1Tempest Therapeutics, Inc. Amended and Restated 2019 Equity Incentive Plan 10.2Tempest Therapeutics, Inc. Amended and Restated 2019 Employee Stock Purchase Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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