ACCURAY INCORPORATED (NASDAQ:ARAY) 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.
Approval of the Accuray Incorporated 2016 Equity
Incentive Plan
On August24, 2016, the Board of Directors (the Board) of Accuray
Incorporated (the Company) approved the Accuray Incorporated 2016
Equity Incentive Plan (the 2016 Plan), subject to approval of the
2016 Plan by the Companys stockholders at the Companys 2016
Annual Meeting of Stockholders held on November17, 2016 (the
Annual Meeting). At the Annual Meeting, the stockholders approved
the 2016 Plan. Upon stockholder approval of the 2016 Plan, the
Company ceased granting awards under the Companys 2007 Incentive
Award Plan (the 2007 Plan).
The 2016 Plan, which is administered by the Compensation
Committee of the Board of Directors, allows for the award of
stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance units, and other
awards to the Companys non-employee directors and to employees
and consultants of the Company and any parent, subsidiary, or
affiliate corporation of the Company. The number of shares of our
common stock reserved for issuance under the 2016 Plan is equal
to the sum of (i)4,000,000 shares, (ii)the shares of our common
stock that were reserved but not issued to any awards granted
under the 2007 Plan as of November17, 2016, and (iii)any shares
of our common stock subject to outstanding stock options,
restricted stock units, performance shares, performance units, or
similar awards that were previously granted under the 2007 Plan
that, on or after November17, 2016, expire or otherwise terminate
without having been exercised in full, or that are forfeited to
or repurchased by us, with the maximum number of shares of our
common stock to be added from the 2007 Plan equal to 10,084,101
shares.
The above description of certain terms and conditions of the 2016
Plan is qualified in its entirety by reference to the full text
of the 2016 Plan and form of award agreements thereunder, which
are filed as Exhibit10.1 to this Form8-K and are incorporated
herein by reference.
Approval of the Amended and Restated 2007 Employee Stock
Purchase Plan
On August24, 2016, the Board approved an amendment and
restatement of the Companys 2007 Employee Stock Purchase Plan
(the Amended ESPP), subject to approval of the Amended ESPP by
the Companys stockholders at the Annual Meeting. At the Annual
Meeting, the stockholders approved the Amended ESPP.
The Amended ESPP provides eligible employees with an opportunity
to purchase shares of our common stock through contributions,
generally through payroll deductions, of up to 10% of an eligible
employees compensation. The purchase price per share of our
common stock generally will be equal to 85% of the fair market
value of a share of our common stock on the first trading day of
the applicable offering period or, if lower, 85% of the fair
market value of a share of our common stock on the last trading
day of the applicable purchase period. The fair market value of a
share of our common stock on any date generally will equal the
closing sales price of a share on The NASDAQ Stock Market for
such date. Subject to certain adjustments set forth in the
Amended ESPP, the total number of shares of our common stock
reserved for issuance under the Amended ESPP is 7,263,101 shares,
which includes an increase of 1,000,000 shares approved by the
stockholders at the Annual Meeting. The Amended ESPP was
effective as of the offering period commencing on December1,
2016.
The above description of certain terms and conditions of the
Amended ESPP is qualified in its entirety by reference to the
full text of the Amended ESPP, which is filed as Appendix B to
the Companys definitive proxy statement filed with the Securities
and Exchange Commission on October7, 2016 and is incorporated
herein by reference.
Grant of Equity Awards to Named Executive
Officers
On November30, 2016, the Company granted stock option,
restricted stock unit, and performance unit awards under the
2016 Plan to our named executive officers as follows:
|
ExecutiveOfficer |
|
Title |
|
Numberof SharesSubjectto Options |
|
NumberofShares Subjectto RestrictedStock |
|
TargetNumberof SharesSubjectto |
|
|
Joshua H. Levine |
President and Chief Executive Officer |
306,900 |
122,800 |
245,500 |
|||||
|
Kelly Londy |
Executive Vice President, Chief Operating Officer |
110,200 |
44,100 |
88,200 |
|||||
|
Kevin Waters |
Senior Vice President, Chief Financial Officer |
95,500 |
38,200 |
76,400 |
|||||
|
Alaleh Nouri |
Senior Vice President, General Counsel and Corporate |
53,900 |
21,600 |
43,100 |
Each option grant in the table above has an exercise price of
$5.05 per share, which was the closing price of the Companys
common stock quoted on the NASDAQ Stock Market on November30,
2016, the date of grant. Each option grant in the table above
vests as follows: twenty-five percent (25%) of the aggregate
number of shares subject to the option will vest on November30,
2017 and 1/48th of the aggregate number of shares subject to
the option will vest on the corresponding day of each month
thereafter, subject to the grantee continuing to be a service
provider to the Company through each such date.
Each restricted stock unit award in the table above vests as
follows: twenty-five percent (25%) of the aggregate number of
shares subject to the award will vest on the first, second,
third and fourth anniversary of November30, 2016, subject to
the grantee continuing to be a service provider to the Company
through each such date.
Each performance unit award in the table above incorporates the
terms of the Companys 2017 Market Stock Unit Program, which was
approved by the Board on November30, 2016 (the FY17 MSU
Program). The FY17 MSU Program consists of two performance
periods. The first performance period begins on November1, 2016
and ends on October31, 2018. The second performance period
begins on November1, 2016 and ends on October31, 2019. The
number of performance units subject to an award granted under
the FY17 MSU Program are allocated equally between the two
performance periods. The Companys total stockholder return
(TSR) during a performance period must be equal to the TSR of
the Russell 2000 Index for the same period in order for the
target number of performance units allocated to such
performance period to be earned. The actual number of
performance units earned will be calculated on a sliding scale
based on the Companys stock price performance above and below
the Russell 2000 Index benchmark, up to a maximum of 150% of
target. If the Companys TSR for a performance period is not
positive, then the number of performance units earned for such
performance period cannot exceed 50% of target, regardless of
whether the Companys TSR for such period exceeds that of the
Russell 2000 Index.
The above description of the equity awards is a summary and is
qualified in its entirety by the reference to the full text of
the 2016 Plan and the applicable forms of award agreements
thereunder, which are filed as Exhibit10.1 to this Form8-K and
are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
|
Number |
|
Description |
|
10.1 |
Accuray Incorporated 2016 Equity Incentive Plan and forms |
About ACCURAY INCORPORATED (NASDAQ:ARAY)
Accuray Incorporated is a radiation oncology company. The Company develops, manufactures and markets medical devices used in radiation therapy for the treatment of cancer patients. Its products include the CyberKnife Systems, the TomoTherapy Systems, and the Radixact Delivery Treatment Platform. Its technologies, the CyberKnife and TomoTherapy Systems, are designed to deliver treatments, including stereotactic radiosurgery (SRS), stereotactic body radiation therapy (SBRT), intensity modulated radiation therapy (IMRT), image guided radiation therapy (IGRT) and adaptive radiation therapy. The CyberKnife Systems are robotic systems that are used to treat various types of cancer and tumors throughout the body. The CyberKnife Systems track, detect and correct for tumor and patient movement in real-time during the procedure. The TomoTherapy Systems include the TomoTherapy H Series with configuration options of TomoH, TomoHD and TomoHDA. ACCURAY INCORPORATED (NASDAQ:ARAY) Recent Trading Information
ACCURAY INCORPORATED (NASDAQ:ARAY) closed its last trading session up +0.10 at 5.05 with 291,514 shares trading hands.
