Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
2017 Equity Incentive Plan
The Board of Directors (the “Board”) of Pulse Biosciences, Inc. (the “Company”) previously adopted, subject to stockholder approval, the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). The Company’s stockholders approved the 2017 Plan at the annual meeting of stockholders held on May 16, 2017 (the “Annual Meeting”).
The 2017 Plan has a 10-year term, and provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to employees, directors and consultants of the Company and any parent or subsidiary of the Company, as the plan administrator may determine.
Subject to an
annual evergreen increase and adjustment in the case of certain capitalization events, 1,500,000 shares of our common stock are authorized for issuance pursuant to awards under the 2017 Plan. In addition, shares remaining available under our 2015 Equity Incentive Plan, as amended (the “2015 Plan”), and shares reserved but not issued pursuant to outstanding equity awards that expire or terminate without being exercised or that are forfeited or repurchased by the Company will be added to the shares of common stock available for issuance under the 2017 Plan. The 2017 Plan will be administered by our Compensation Committee.
On May 16, 2017, the Board granted Brian Dow, the Company’s Senior Vice President and Chief Financial Officer, an option to purchase 95,000 shares of the Company’s common stock at an exercise price of $27.14 per share. The option will vest in equal
monthly installments over a four-year period commencing February 15, 2017, subject to his continued serviced through each vesting date. The options were granted pursuant to the terms and conditions of the 2017 Plan and the form of option agreement thereunder.
The terms and conditions of the 2017 Plan are described in the Company’s Proxy Statement dated April 18, 2017. The description of the 2017 Plan contained herein is qualified in its entirety by reference to the full text of the 2017 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Grants under the 2017 Plan will be made pursuant to the forms of agreement thereunder, forms of which are filed with Exhibit 10.1 hereto and incorporated herein by reference.
2017 Employee Stock Purchase Plan
The Board of the Company previously adopted, subject to stockholder approval, the Company’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”). At the Company’s Annual Meeting on May 16, 2017, the Company’s shareholders approved the 2017 ESPP.
The 2017 ESPP is as broad-based plan that provides employees of the Company and its designated affiliates with the opportunity to become shareholders through periodic payroll deductions that are applied towards the purchase of Company common shares at a discount from the then-current market price. Subject to adjustment in the case of certain capitalization events, a total of 250,000 common shares of the Company are available for purchase under the 2017 ESPP.
The terms and conditions of the 2017 ESPP are described in the Company’s Proxy Statement dated April 18, 2017. The description of the 2017 ESPP is qualified in its entirety by reference to the full text of the 2017 ESPP, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Participation under the 2017 Plan will be made pursuant to the forms of agreement thereunder, forms of which are filed with Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 16, 2017, the Company held its Annual Meeting at 3957 Point Eden Way, Hayward, California 94545. The stockholders of the Company voted on the following items at the Annual Meeting:
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1.
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To elect six directors to hold office until the Company’s 2018 annual meeting and until their successors are duly elected and qualified, subject to earlier resignation or removal;
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2.
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To approve the adoption of the Company’s 2017 Equity Incentive Plan;
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3.
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To approve the adoption of the Company’s 2017 Employee Stock Purchase Plan; and
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4.
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To ratify the appointment of Gumbiner Savett Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
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The voting results for each of these proposals are detailed below:
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Nominee
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For
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Against
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A
bstained
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Broker Non-votes
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Darrin R. Uecker
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7,925,350
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94
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1,490
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3,927,209
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Robert M. Levande
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7,920,791
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4,683
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1,460
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3,927,209
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Robert J. Greenberg, M.D., Ph.D.
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7,883,311
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42,183
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1,440
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3,927,209
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Mitchell E. Levinson
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6,718,336
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42,105
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1,166,493
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3,927,209
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Thierry Thaure
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6,718,475
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42,113
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1,166,346
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3,927,209
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Maky Zanganeh, D.D.S
.
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6,760,112
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533
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1,166,289
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3,927,209
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Each director nominee was duly elected to serve until the 2018 annual meeting of stockholders and until his or her successor is duly elected and qualified.
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2.
Adoption of the 2017 Equity Incentive Plan
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For
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Against
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Abstained
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Broker Non-votes
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6,497,539
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258,216
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1,171,179
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3,927,209
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The stockholders approved the adoption of the Company’s 2017 Equity Incentive Plan, as described in the proxy materials.
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3.
Adoption of the 2017 Employee Stock Purchase Plan
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For
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Against
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Abstained
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Broker Non-votes
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6,548,156
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209,244
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1,169,534
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3,927,209
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The stockholders approved the adoption of the Company’s 2017 Employee Stock Purchase Plan, as described in the proxy materials.
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4.
Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstained
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Broker Non-votes
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10,613,633
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63,336
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1,177,174
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N/A
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The stockholders ratified the appointment of
Gumbiner Savett Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.