false0000876378
0000876378
2020-06-08
2020-06-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 8, 2020
Date of Report (date of earliest event reported)
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TransEnterix, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-19437
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11-2962080
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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635 Davis Drive, Suite 300
Morrisville, North Carolina 27560
(Address of principal executive offices)
919-765-8400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-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:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock
$0.001 par value per share
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TRXC
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NYSE American
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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
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of TransEnterix, Inc. (the “Company”) voted to approve, among other things, the Company’s Amended and Restated Incentive Compensation Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan by 6,000,000 shares and to make other changes. The vote for approval of the amended and restated Plan is set forth below under Item 5.07 and incorporated herein by reference.
The amended and restated Plan is attached to this Current Report on Form 8-K and incorporated by reference into this Item.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2020, the Company held its 2020 Annual Meeting of Stockholders. At the Annual Meeting, the total number of shares represented in person or by proxy was 33,016,831 of the 47,342,479 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 9, 2020. The following matters were voted upon at the Annual Meeting:
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1.
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Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2021 or until their successors are elected and qualified. The votes cast were as follows:
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Director Nominee
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For
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Vote Withheld
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Paul A. LaViolette
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14,125,901
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1,917,496
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Anthony Fernando
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14,603,929
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1,439,468
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Andrea Biffi
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14,913,158
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1,130,239
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Jane H. Hsiao
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13,776,840
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2,266,557
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David B. Milne
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14,890,854
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1,152,543
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Richard C. Pfenniger, Jr.
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14,456,142
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1,587,255
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William N. Starling
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14,438,974
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1,604,423
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There were 16,973,434 broker non-votes for this proposal.
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2.
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Amendment and Restatement of the Incentive Compensation Plan. The stockholders voted to approve the amendment and restatement of the Plan to increase the number of shares reserved for issuance under the Plan by 6,000,000 shares and to make other changes. The stockholder vote was as follows:
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11,196,507 Votes
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FOR the resolution
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4,599,462 Votes
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AGAINST the resolution
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247,428 Votes
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ABSTAIN
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There were 16,973,434 broker non-votes for this proposal.
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3.
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Say on Pay. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers for 2019, as described in the proxy statement for the Annual Meeting in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:
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10,871,854 Votes
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FOR the resolution
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4,672,817 Votes
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AGAINST the resolution
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498,726 Votes
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ABSTAIN
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There were 16,973,434 broker non-votes for this proposal.
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4.
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Ratification of Independent Public Accounting Firm for 2020. The stockholders voted to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2020. The stockholder vote was as follows:
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29,945,106 Votes
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FOR the resolution
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2,555,104 Votes
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AGAINST the resolution
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516,621 Votes
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ABSTAIN
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There were no broker non-votes for this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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TransEnterix, Inc. Amended and Restated Incentive Compensation Plan.
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104
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Cover Page Interactive Data File (formatted in inline XBRL)
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___________
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*
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Represents a management contract, compensatory plan or arrangement required to be separately identified.
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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, thereunto duly authorized.
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TransEnterix, Inc.
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Date: June 8, 2020
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/s/ Brett Farabaugh
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Brett Farabaugh
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Interim Chief Financial Officer
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