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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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Amendment to Equity Plan
On June 11, 2019, we amended the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan, as previously amended, to increase the maximum number of shares of common stock that may be issued pursuant to all types of awards granted under the plan from 5,950,000 to 9,950,000 shares. The plan amendment was adopted by our Board of Directors and approved by our stockholders at the 2019 annual meeting of stockholders held on June 11, 2019. The number of shares available for award under the plan is subject to adjustment for certain corporate changes in accordance with the provisions of the plan.
Amendment No. 3 to the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
CEO Compensation
On June 11, 2019, upon the unanimous recommendation of the Compensation Committee of our Board of Directors, our Board of Directors unanimously approved the following changes in and additional compensation payable to George B. Holmes, our Chief Executive Officer:
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•
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Base Salary
-- Mr. Holmes’ annual base salary was increased from $365,000 to $400,000, commencing June 15, 2019; and
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Supplemental LTI Award
-- Mr. Holmes was awarded restricted stock units for an aggregate of 12,821 shares of common stock under the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan, which award will vest in four equal annual installments on December 1, 2019, 2020, 2021 and 2022, subject to continued service to us through the vesting date; and
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Amendment and Extension of Performance-Based Restricted Stock Unit Award
- Mr. Holmes existing performance-based restricted stock unit award, originally granted in August 2016 for 250,000 shares of common stock under the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan (“
PRSUs
”), was amended and restated to (i) increase the number of shares subject to the award to 500,000, (ii) extend the term of the award to September 30, 2022, and (iii) and change the price range in which the award vests to be between $5.00 and $20.00.
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As amended and restated, the PRSUs are subject to share price vesting requirements, measured quarterly, based on the average of (a) the average high daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter and (b) the average low daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter, each as reported by The Nasdaq Stock Market, LLC (the “
Applicable Share Price
”). The PRSUs are eligible to be earned on a quarterly basis based on a linear interpolation of the Applicable Share Price within the price performance range of between $5.00 and $20.00, or in the case of a liquidation event, on the day of (or in connection with) such liquidation event based on the applicable transaction price within the price performance range. Once earned, the PRSUs vest and become exercisable (y) 50% on the date such PRSUs become earned and (z) 50% on September 30, 2022.
The foregoing summary of the PRSUs is qualified in its entirety by reference to the full text of the amended and restated award agreement, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 11, 2019, we filed with the Delaware Secretary of State a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, which amendment increased the total number of authorized shares of our common stock from 47,000,000 to 100,000,000. The plan amendment was adopted by our Board of Directors and approved by our stockholders at the 2019 annual meeting of stockholders held on June 11, 2019.
The Amendment to our Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Resonant Inc. held its 2019 annual meeting of stockholders on June 11, 2019. At the annual meeting, there were 28,167,615 shares entitled to vote, and 23,654,452 shares (83.97%) were represented at the annual meeting in person or by proxy.
At the annual meeting, Michael J. Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F. Rankin and Robert Tirva were elected directors by a plurality of the votes. Also at the annual meeting, our stockholders voted to approve an amendment of the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 5,950,000 to 9,950,000 shares, to approve an amendment of our Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 47,000,000 to 100,000,000 and to ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
The following summarizes vote results for those matters submitted to our stockholders for action at the annual meeting:
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1.
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Proposal to elect Michael J. Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F. Rankin and Robert Tirva as directors to hold office until the 2020 annual meeting or until their successors are elected and qualified.
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Name
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For
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Withhold
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Broker Non-Votes
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Michael J. Fox
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9,013,617
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1,953,763
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12,687,072
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George B. Holmes
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10,458,852
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508,528
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12,687,072
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Alan B. Howe
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9,064,416
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1,902,964
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12,687,072
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Jack H. Jacobs
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9,009,627
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1,957,753
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12,687,072
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Joshua Jacobs
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10,439,535
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527,845
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12,687,072
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Jean F. Rankin
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10,443,896
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523,484
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12,687,072
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Robert Tirva
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10,521,983
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445,397
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12,687,072
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2.
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Proposal to approve an amendment of the Resonant Inc. Amended and Restated 2014 Omnibus Incentive Plan to increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 5,950,000 to 9,950,000 shares.
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For
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Against
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Abstain
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Broker Non-Votes
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9,821,495
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1,109,776
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36,109
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12,687,072
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3.
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Proposal to approve an amendment of our Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 47,000,000 to 100,000,000.
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For
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Against
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Abstain
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Broker Non-Votes
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20,926,289
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2,686,271
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41,892
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0
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4.
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Proposal to ratify the selection of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
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For
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Against
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Abstain
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Broker Non-Votes
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22,519,853
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1,044,147
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90,452
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0
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