ANIKA THERAPEUTICS, INC. (NASDAQ:ANIK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ANIKA THERAPEUTICS, INC. (NASDAQ:ANIK) 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.

On March 31, 2017, the board of directors, upon the
recommendation of its compensation committee, adopted and
approved, subject to stockholder approval, the Anika
Therapeutics, Inc. 2017 Omnibus Incentive Plan, or the 2017 Plan.
Stockholders approved the 2017 Plan at our Annual Meeting of
Stockholders held on June 13, 2017, as described under Item 5.07
below. The 2017 Plan replaces our Second Amended and Restated
2003 Stock Option and Incentive Plan, as amended, or the 2003
Plan, and grants will no longer be made under the 2003 Plan. Each
award that remains outstanding under the 2003 Plan will continue
to be outstanding, and will otherwise be governed by, the 2003
Plan and the applicable award agreement.

The terms of the 2017 Plan provide for the grant of incentive
stock options, nonqualified stock options, stock appreciation
rights, restricted stock awards, restricted stock unit awards,
and performance awards that may be settled in cash, stock, or
other property. Subject to adjustment for specified types of
changes in our capitalization, no more than 1,200,000 shares of
common stock may be issued under the 2017 Plan.

A more complete description of the material terms and conditions
of the 2017 Plan is set forth in our definitive proxy statement
filed with the Securities and Exchange Commission on April 28,
2017 and is incorporated herein by reference. That summary and
the foregoing description are qualified in their entirety by
reference to the text of the 2017 Plan and the forms of incentive
stock option grant notice, nonqualified stock option grant
notice, restricted stock award grant notice and restricted stock
unit grant notice under the 2017 Plan, which are filed as
exhibits to this Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

We held our 2017 Annual Meeting of Stockholders on June 13, 2017.
The board of directors solicited proxies to a proxy statement
that we filed on April 28, 2017 with the Securities and Exchange
Commission under Section 14(a) of the Securities Exchange Act of
1934. There was no solicitation in opposition to the boards
solicitation. At the meeting, holders of common stock were asked
to consider and vote upon:

1. election of two Class III directors, each to serve until the
2020 Annual Meeting of Stockholders and until their successor
is duly elected and qualified
2. approval of the Anika Therapeutics, Inc. 2017 Omnibus
Incentive Plan;
3. ratification of the appointment of Deloitte Touche LLP as our
independent registered public accounting firm for 2017
4. approval, on an advisory basis, of the compensation paid to
our Named Executive Officers as disclosed to Item 402 of
Regulation S-K, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion set
forth in the proxy statement; and
5. approval, on an advisory basis, of the frequency of future
advisory votes on compensation of our Named Executive
Officers.

A total of 13,176,952 shares of common stock were present in
person or by proxy at the meeting, representing 89.9% of the
voting power entitled to vote at the meeting. Each share of
common stock was entitled to one vote with respect to each matter
submitted to a vote at the meeting, and the voting results
reported below are final.

PROPOSAL 1

Stockholders voted as follows with respect to election of each of
the nominees for director identified in the proxy statement:

Nominee For Withheld Broker Non-Votes
Dr. Charles H. Sherwood 10,420,680 687,077 2,069,195
Mr. Steven E. Wheeler 9,335,128 1,772,629 2,069,195

As a result of this vote, each of Dr. Sherwood and Mr. Wheeler
was elected as a Class III director to serve until the 2020
Annual Meeting of Stockholders and until his successor is duly
elected and qualified.

PROPOSAL 2

Stockholders voted as follows with respect to approval of the
Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan:

For Against Abstained Broker Non-Votes
10,360,842 722,936 23,979 2,069,195

PROPOSAL 3

Stockholders voted as follows with respect to ratification of the
appointment of Deloitte Touche LLP as our independent registered
public accounting firm for 2017:

For Against Abstained Broker Non-Votes
13,125,932 19,166 31,854

PROPOSAL 4

Stockholders voted, on an advisory basis, as follows with respect
to compensation paid to our Named Executive Officers as disclosed
to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and narrative
discussion set forth in the Proxy Statement of the Meeting:

For Against Abstained Broker Non-Votes
6,432,102 4,647,013 28,642 2,069,195

PROPOSAL 5

Stockholders voted, on an advisory basis, as follows with respect
to the frequency of future advisory votes on compensation for our
Named Executive Officers:

1 Year 2 Years 3 Years 4 Years Broker Non-Votes
9,943,576 19,176 1,136,356 8,649 2,069,195
Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNo. Description
99.1 Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
99.2 Form of Notice of Grant of Incentive Stock Option, including
Terms and Conditions of Stock Option, granted under Anika
Therapeutics, Inc. 2017 Omnibus Incentive Plan
99.3 Form of Notice of Grant of Nonqualified Stock Option,
including Terms and Conditions of Stock Option, granted under
Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
99.4 Form of Notice of Grant of Restricted Stock Award, including
Terms and Conditions of Restricted Stock Award, granted under
Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
99.5 Form of Notice of Grant of Restricted Stock Units, including
Terms and Conditions of Restricted Stock Units, granted under
Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan



Anika Therapeutics, Inc. Exhibit
EX-99.1 2 exh_991.htm EXHIBIT 99.1 Exhibit 99.1     ANIKA THERAPEUTICS,…
To view the full exhibit click here
About ANIKA THERAPEUTICS, INC. (NASDAQ:ANIK)

Anika Therapeutics, Inc. is an orthopedic medicines company. The Company offers therapeutic pain management solutions. It is engaged in developing, manufacturing and commercializing approximately 20 products based on its hyaluronic acid (HA) technology. It orthopedic medicine portfolio consists of marketed (ORTHOVISC and MONOVISC) and pipeline (CINGAL and HYALOFAST in the United States) products to alleviate pain and restore joint function by replenishing depleted HA and aiding cartilage repair and regeneration. Its therapeutic offerings consist of products in the areas, such as Orthobiologics, Dermal, Surgical, Ophthalmic and Veterinary. It offers products made from HA based on two technologies: HYAFF, which is a solid form of HA, and ACP gel, an autocross-linked polymer of HA. Its orthobiologics products primarily consist of viscosupplementation and regenerative orthopedics products. Its viscosupplementation franchise includes ORTHOVISC, ORTHOVISC mini, MONOVISC, and CINGAL.

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