0001285550FALSE00012855502024-05-162024-05-16

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):
May 16, 2024
_________________________________________
CLEARPOINT NEURO, INC.
(Exact name of registrant as specified in its charter)
_________________________________________
 
Delaware
001-3482258-2394628
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
120 S. Sierra Ave., Suite 100
Solana Beach, California 92075
(Address of principal executive offices, zip code)
(888) 287-9109
(Registrant’s telephone number, including area code)
_________________________________________
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCLPTNasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of the stockholders of ClearPoint Neuro, Inc. (the “Company”) was held on May 15, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve the adoption of the ClearPoint Neuro, Inc. Fifth Amended and Restated 2013 Incentive Compensation Plan (the “Plan”). The Company’s Board of Directors had previously adopted and approved the Plan, subject to stockholder approval. A description of the terms and conditions of the Plan is set forth in the Company’s 2024 Proxy Statement, filed with the Securities and Exchange Commission on April 5, 2024 (the “Proxy Statement”) under “Proposal 4 - Approval of the Fifth Amended and Restated 2013 Incentive Compensation Plan,” and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries and are qualified in their entirety by the full text of the Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07.     Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals:

(1)The election of eight directors to serve until the 2025 annual meeting of stockholders;
(2)The ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;
(3)The advisory approval of executive compensation; and
(4)The approval of the Company’s Fifth Amended and Restated 2013 Incentive Compensation Plan.
Each proposal was approved and the final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

1.Election of Directors. The following named persons were elected as directors of the Company to serve until the 2025 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows:

NameForWithheldBroker Non-Votes
Joseph M. Burnett12,037,171 151,028 6,843,085 
R. John Fletcher11,734,172 454,027 6,843,085 
Lynnette C. Fallon11,780,550 407,649 6,843,085 
Pascal E.R. Girin11,771,794 416,405 6,843,085 
B. Kristine Johnson11,730,889 457,310 6,843,085 
Matthew B. Klein11,850,463 337,736 6,843,085 
Linda M. Liau11,716,020 472,179 6,843,085 
Timothy T. Richards11,625,429 562,770 6,843,085 

2.Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The votes were cast as follows:

ForAgainstAbstentionsBroker Non-Votes
18,941,669 68,614 21,001 — 


3.Advisory approval of executive compensation. The stockholders, on an advisory basis, approved the compensation of the Company’s executives. The votes were cast as follows:



ForAgainstAbstentionsBroker Non-Votes
11,126,888 629,515 431,796 6,843,085 

4.Approval of the Fifth Amended and Restated 2013 Incentive Compensation Plan. The stockholders approved the Company’s Fifth Amended and Restated 2013 Incentive Compensation Plan. The votes were cast as follows:

ForAgainstAbstentionsBroker Non-Votes
11,045,314 699,499 443,386 6,843,085 
Item  9.01     Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description of Exhibit
10.1
Fifth Amended and Restated 2013 Incentive Compensation Plan (filed as Appendix A to ClearPoint Neuro, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2024 and incorporated herein by reference).
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
Date: May 16, 2024
CLEARPOINT NEURO, INC.
 
By:
/s/ Danilo D’Alessandro
Danilo D’Alessandro
Chief Financial Officer
 

v3.24.1.1.u2
Cover
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name CLEARPOINT NEURO, INC
Entity Incorporation, State or Country Code DE
Entity File Number 001-34822
Entity Tax Identification Number 58-2394628
Entity Address, Address Line One 120 S. Sierra Ave., Suite 100
Entity Address, City or Town Solana Beach
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92075
City Area Code (888)
Local Phone Number 287-9109
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol CLPT
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001285550
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