ATRICURE, INC. (NASDAQ:ATRC) 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.
At the AtriCure, Inc. (the Company) Annual Meeting of
Stockholders which was held on May24, 2017 the stockholders of
the Company approved the AtriCure, Inc. 2014 Stock Incentive Plan
Amended and Restated as of May 24, 2017 (the 2014 Plan).The 2014
Plan was previously approved by the Board of Directors subject to
stockholder approval. The 2014 Plan was amended to increase the
number of shares of common stock available for issuance under it
from 1,750,000 to 2,600,000 and to change the terms of
non-employee director equity grants.
The objectives of the 2014 Plan are to provide long-term
incentives to those persons with responsibility for the success
and growth of the Company, to align the interests of such persons
with those of the Companys shareholders, to assist the Company in
recruiting, retaining and motivating employees, directors and
consultants on a competitive basis and to link compensation to
performance. The 2014 Plan is an omnibus stock plan that provides
for a variety of equity award vehicles to maintain flexibility.
The 2014 Plan permits the grant of stock options, stock
appreciation rights, restricted share awards, restricted share
units and unrestricted share awards. The 2014 Plan does not
permit the re-pricing of options or stock appreciation rights
without the approval of stockholders and does not contain an
evergreen provision to automatically increase the number of
shares issuable under the 2014 Plan, except for certain
adjustments resulting from stock splits and other specified
events.
The foregoing summary of the 2014 Plan does not purport to be
complete and is qualified in its entirety by reference to the
full text of the 2014 Plan filed as an exhibit to this report.
Effective May 24, 2017 the Companys Board of Directors
re-constituted its committees as follows:
Audit:Wehrwein (Chair), Lanning, K. Johnson
Compensation: Lanning (Chair), Collar, D. Johnston
Compliance, Quality and Risk: Drake (Chair), Krell, Groves
Nominating and Corporate Governance: Collar(Chair), White, Drake
Item 5.07.Submission of Matters to a Vote of Security Holders.
The stockholders of the Company voted on four items at the Annual
Meeting of Stockholders held on May 24, 2017:
1. The election of ten directors to serve one-year terms expiring
at the 2018 Annual Meeting of Stockholders and until their
successors have been duly elected and qualified;
2. A proposal to ratify the appointment of Deloitte Touche LLP as
the Companys independent registered public accounting firm for
the year ending December 31, 2017;
3.An advisory vote on the compensation of the Companys named
executive officers as disclosed in the proxy statement; and
4.The approval of an amendment to the AtriCure, Inc. 2014 Stock
Incentive Plan to increase the number of shares of common stock
authorized for issuance thereunder by 850,000 shares and change
the terms of non-employee director equity grants.
The nominees for director were elected based upon the following
votes:
Director Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
Michael H. Carrel |
24,561,027 |
30,490 |
3,778,052 |
Mark A. Collar |
23,731,821 |
859,696 |
3,778,052 |
Scott W. Drake |
24,458,785 |
132,732 |
3,778,052 |
Regina E. Groves |
24,556,704 |
34,813 |
3,778,052 |
B. Kristine Johnson |
24,556,704 |
34,813 |
3,778,052 |
Richard M. Johnston |
23,637,362 |
954,155 |
3,778,052 |
Elizabeth D. Krell, Ph.D. |
23,729,398 |
862,119 |
3,778,052 |
Mark R. Lanning, C.P.A. |
23,643,352 |
948,165 |
3,778,052 |
Sven A. Wehrwein |
24,459,785 |
131,732 |
3,778,052 |
Robert S. White |
22,688,830 |
1,902,687 |
3,778,052 |
The proposal to ratify the appointment of Deloitte Touche LLP as
the Companys independent registered public accounting firm for
the year ending December 31, 2017 received the following votes:
For: |
28,236,823 |
Against: |
132,746 |
Abstain: |
0 |
Broker Non-Votes: |
0 |
The advisory vote on the compensation of the Companys named
executive officers as disclosed in the proxy statement received
the following votes:
For: |
17,178,419 |
Against: |
6,635,262 |
Abstain: |
777,836 |
Broker Non-Votes: |
3,778,052 |
The approval of an amendment to the AtriCure, Inc. 2014 Stock
Incentive Plan to increase the number of shares of common stock
authorized for issuance thereunder by 850,000 shares and change
the terms of non-employee director equity grants received the
following votes:
For: |
18,995,061 |
Against: |
5,588,843 |
Abstain: |
7,613 |
Broker Non-Votes: |
3,778,052 |
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
No.Description
10.1AtriCure, Inc. 2014 Stock Incentive Plan (Amended and
Restated as of May 24, 2017)
About ATRICURE, INC. (NASDAQ:ATRC)
AtriCure, Inc. is a medical device company providing atrial fibrillation (Afib) solutions. The Company’s segment develops, manufactures, and sells devices designed primarily for the surgical ablation of cardiac tissue and systems designed for the exclusion of the left atrial appendage. The Company has various product lines for the ablation of cardiac tissue, including its Isolator Synergy Ablation System, for the treatment of persistent and longstanding persistent forms of Afib in patients undergoing certain open concomitant procedures. Its Isolator Synergy System, which includes its Isolator Synergy clamps, radio frequency (RF) generator and related switchbox, provides treatment for persistent and long-standing persistent Afib concomitant. It has two primary product lines for cardiac tissue ablation, which include Radio Frequency Ablation Devices and cryoICE Cryoablation System, and a product line for left atrial appendage exclusion. ATRICURE, INC. (NASDAQ:ATRC) Recent Trading Information
ATRICURE, INC. (NASDAQ:ATRC) closed its last trading session down -0.17 at 20.90 with 177,338 shares trading hands.