HESKA CORPORATION (NASDAQ:HSKA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) As more fully described in the preliminary proxy statement of Heska Corporation relating to its 2019 annual meeting of stockholders as filed with the Securities and Exchange Commission, on March 15, 2019, the board of directors of Heska determined to propose amendments to Heska’s restated certificate of incorporation, as amended, and amended and restated bylaws, that would declassify the board of directors so that each director would stand for election annually starting at its 2020 annual meeting of stockholders. The proposed amendments are subject to and contingent on stockholder approval at the 2019 annual meeting of stockholders. In connection with the declassification proposal, Heska’s Class III directors, consisting of Mr. Scott W. Humphrey, Ms. Sharon J. Larson, and Ms. Bonnie J. Trowbridge, agreed to submit resignations that would be conditioned upon the approval by Heska’s stockholders of the declassification proposal and would become effective immediately prior to the 2020 annual meeting of stockholders. Under the board’s current structure, Class III directors would not be subject to re-election until 2021; however, to their conditional resignations, these directors have agreed to resign and to stand for re-election at the 2020 annual meeting if the declassification proposal is approved by stockholders. The purpose of these conditional resignations is to facilitate the early transition to a declassified board of directors by shortening the terms of the Class III directors and allowing all nominees to be subject to election to one-year terms beginning in 2020. The conditional resignations of the Class III directors from the board will also serve as their conditional resignations from their respective roles on the board’s audit, compensation and corporate governance committees, as applicable. The conditional resignations of the Class III directors were not due to any disagreement with Heska, the board of directors or the management of Heska.
About HESKA CORPORATION (NASDAQ:HSKA)
Heska Corporation develops, manufactures, markets, sells and supports veterinary products. The Company focuses on the canine and feline companion animal health markets. Its segments include Core Companion Animal Health segment, which includes, primarily for canine and feline use, blood testing instruments and supplies, digital imaging products, software and services, and single use products and services, such as heartworm diagnostic tests, heartworm preventive products, allergy immunotherapy products and allergy testing, and Other Vaccines, Pharmaceuticals and Products segment, which includes private label vaccine and pharmaceutical production, primarily for cattle but also for other animals, including small mammals. It offers blood testing instruments and supplies, digital imaging products, software and services, and single use products and services, such as in-clinic heartworm diagnostic tests, heartworm preventive products, allergy immunotherapy products and allergy testing.
