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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Member of Board of Directors
On April 27, 2016, the Board of Directors (the “Board”) of the Company, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mr. Brent Furse to serve on the Board as a Class I director.
Mr. Furse, 47, has
over 25 years of healthcare commercial leadership experience with
extensive experience in the areas of sales and marketing, commercial product launch and partnerships
. Mr. Furse currently serves as President and Chief Commercial Officer at Cardiorentis AG, a biopharmaceutical company that is developing novel medicines for acute heart failure. Prior to Cardiorentis AG, from 2000 to 2015, Mr. Furse served as Chief Customer Officer and Executive Vice President at The Medicines Company (MDCO), currently a publicly traded biopharmaceutical company. Prior to the Medicines Company,
he worked in the cardiovascular divisions of Schering-Plough and Bristol-Myers Squibb.
Mr. Furse received his Bachelor of Science from Keenesaw State University and holds an M.B.A. from Mercer University.
Mr. Furse has been appointed to the Audit Committee.
Mr. Furse will participate in the Company's standard director compensation program. The program generally in effect for the Company's current fiscal year ending December 31, 2016 is described in "Director Compensation" in the Company's proxy statement for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 15, 2016 (the “Proxy Statement”).
The Board of Directors awarded two stock option grants to purchase an aggregate of 75,049 shares of the Company's Common Stock to Mr. Furse on April 27, 2016, the date he was elected to the Board. The first stock option grant of 33,670 shares of common stock will vest as follows: 25% on April 27, 2017 and the remainder will vest in 36 equal monthly installments thereafter. The second stock option grant of 41,379 shares vest in 12 equal monthly installments from April 27, 2016.
Mr. Furse is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Furse and any other persons pursuant to which he was selected as a director.
Retirement
of Member of Board of Directors
On April 27, 2016, Mr. Sanford Zweifach, a director of the Company, concluded his term on the Board and all committees thereof and did not stand for re-election at the Company’s 2016 Annual Meeting of Stockholders. Mr. Zweifach has previously served as chairman of the Compensation Committee and as a member of the Audit Committee. Mr. Zweifach’s decision to retire from the Board was not the result of any disagreement with the Company.
The Company issued a press release on April 27, 2016 announcing the appointment of Mr. Furse and the retirement of Mr. Sanford Zweifach. The press release is attached hereto as Exhibit 99.1.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The following proposals were submitted to the stockholders at the 2016 Annual Meeting of Stockholders held on April 27, 2016:
(i) The election of one Class I director, as nominated by the Board of Directors, to hold office until the 2019 Annual Meeting of Stockholders or until his successor is duly elected and qualified;
(ii) The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2016;
(iii) The approval of an amendment to the 2013 Stock Option and Incentive Plan to increase the aggregate number of shares authorized for issuance under the plan by 1,600,000 shares of common stock; and
(iv) To hold a non-binding, advisory vote on the executive compensation of the Company’s named executive officers.
The proposals are described in detail in the Proxy Statement.
The number of shares of common stock entitled to vote at the annual meeting was 40,004,037. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 33,350,411. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominee were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
(a) Election of one Class I Director.
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Director Nominee
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Votes For
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Votes Withheld
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David E. Thompson
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15,079,319
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3,477,307
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There were 14,793,785 broker non-votes regarding the election of directors.
(b) Ratification of Auditors.
Stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the voting included 30,278,195 votes for, 3,063,949 votes against, and 8,267 votes abstained.
There were zero broker non-votes regarding this proposal.
(c) Amendment of the Company’s 2013 Stock Option and Incentive Plan.
Stockholders approved the amendment of the Company’s 2013 Stock Option and Incentive Plan. The results of the voting included 12,007,388 votes for, 6,522,943 votes against, and 26,295 votes abstained.
There were 14,793,785 broker non-votes regarding this proposal.
(d) Advisory Vote on Executive Compensation of the Company’s Named Executive Officers.
Stockholders approved, on an advisory non-binding basis, the executive compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The results of such voting included 11,656,628 votes for, 6,854,905 votes against, and 45,093 votes abstained.
There were 14,793,785 broker non-votes regarding this proposal.