Current Report Filing (8-k)
June 19 2017 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 14, 2017
CombiMatrix
Corporation
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-33523
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47-0899439
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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310
Goddard, Suite 150, Irvine, CA
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92618
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (949) 753-0624
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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On
June 19, 2017, pursuant to the authority granted under the CombiMatrix Corporation 2006 Stock Incentive Plan, the Compensation
Committee of CombiMatrix Corporation (the “Company”) approved an amendment and restatement of the Company’s
2017 Executive Performance Bonus Plan (the “2017 Bonus Plan”) that was adopted on January 31, 2017 and previously
disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2017.
The amendment and restatement of the 2017 Bonus Plan modifies the bonus payment schedule thereunder such that (i) if semi-annual
bonus targets are achieved, the semi-annual cash bonus payments will be paid once the Company’s June 30, 2017 financial
statements are prepared and reported to the Compensation Committee, and will be paid out within seventy-five days following June
30, 2017; and (ii) if annual bonus targets are achieved, the annual cash bonus payments will be paid once the Company’s
auditors have completed their annual audit of the Company’s consolidated financial statements, and will be paid out within
seventy-five days following December 31, 2017. In order to receive a bonus payment, the participant must be employed by the Company
or its subsidiary at the time bonuses are computed and distributed.
The
foregoing information is qualified in its entirety by reference to the actual terms of the Amended and Restated 2017 Bonus Plan
attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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CombiMatrix
Corporation (the “Company”) held its 2017 annual meeting of stockholders on June 14, 2017. The following proposals
were approved according to the following final voting results:
To
elect the six (6) directors named in the proxy statement to serve until the 2018 annual meeting of stockholders and until their
successors have been duly elected and qualified:
Director
Candidate
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For
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Withheld
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Broker
Non-Votes
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Robert
E. Hoffman
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648,298
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143,509
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1,078,541
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R.
Judd Jessup
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653,887
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137,920
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1,078,541
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Jeremy
M. Jones
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645,631
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146,176
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1,078,541
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Mark
McDonough
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737,006
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54,801
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1,078,541
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Dirk
van den Boom, Ph.D.
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740,076
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51,731
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1,078,541
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Lâle
White
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734,390
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57,417
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1,078,541
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To
approve the amendment and restatement of the Company’s 2006 Stock Incentive Plan to increase the number of shares of common
stock available for grant thereunder by 400,000 shares, from 200,000 shares to 600,000 shares, and to effect various other changes
thereunder, as described in the proxy statement:
For
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499,488
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Against
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289,667
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Abstain
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2,652
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Broker Non-Votes
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1,078,541
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To
ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for 2017:
For
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1,847,019
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Against
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12,194
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Abstain
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11,135
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Broker Non-Votes
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0
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
Not Applicable.
(b)
Not Applicable.
(c)
Not Applicable.
(d)
Exhibits.
10.1
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Amended
and Restated 2017 Executive Performance Bonus Plan
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COMBIMATRIX
CORPORATION
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(Registrant)
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Dated:
June 19, 2017
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/s/
SCOTT R. BURELL
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Scott
R. Burell, Chief Financial Officer
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