CHF SOLUTIONS,INC. (FRA:22S1) 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 annual meeting of stockholders (the Annual Meeting)
of CHF Solutions,Inc. (the Company) held on
May25, 2017, the Companys stockholders approved the 2017 Equity
Incentive Plan (the 2017 Plan). The
2017 Plan replaces the Companys Second Amended and Restated 2011
Equity Incentive Plan (the 2011 Plan), which
replaced the Companys Amended and Restated 2002 Stock Plan
(collectively with the 2011 Plan, the Prior Plans). As
a result of such stockholder approval, the 2017 Plan became
effective on May25, 2017. Grants will no longer be made under the
2011 Plan, but the awards that remain outstanding under the 2011
Plan as of the date of stockholder approval of the 2017 Plan will
not be affected by the approval of the 2017 Plan. Such
outstanding awards will continue to be governed by the terms of
the 2011 Plan and the applicable award agreement.
The 2017 Plan, which provides for the grant of awards to
employees, directors and consultants of: (i)incentive stock
options, (ii)nonstatutory stock options, (iii)stock appreciation
rights, (iv)restricted stock awards, (v)restricted stock unit
awards, (vi)performance stock awards, (vii)performance cash
awards, and (viii)other stock awards, will be administered by the
Board of Directors of the Company (the Board) or the
Compensation Committee of the Board. The maximum number of shares
of the Companys common stock that may be issued under the 2017
Plan is the sum of: (a)534,857 new shares of common stock, plus
(b)any available reserved shares not issued or subject to
outstanding grants under the Prior Plans in an amount not to
exceed 534,857, plus (c)the number of shares of common stock
underlying awards granted under the Prior Plans that, from and
after the effective date of the 2017 Plan, expire or terminate
for any reason prior to exercise or settlement, are forfeited
because of the failure to meet a contingency or condition
required to vest such shares or otherwise return to the Company
or are reacquired, withheld (or not issued) to satisfy a
withholding obligation in connection with an award or to satisfy
the purchase price or exercise price of a stock award. The number
of shares available to be granted under the 2017 Plan as of
May25, 2017 was 845,009.
In addition, the number of shares of the Companys common stock
reserved for issuance under the 2017 Plan will automatically
increase on January1st of each calendar year, starting on
January1, 2018 through January1, 2027, to an amount equal to
13.0% of the total number of fully-diluted shares of common stock
of the Company as of December31 of the preceding calendar year,
or a lesser number of shares determined by the Board. The maximum
number of shares of the Companys common stock that may be issued
on the exercise of incentive stock options under the 2017 Plan is
In a calendar year, no participant may be granted a performance
stock award covering more than 534,857 shares of our common stock
or a performance cash award having a maximum value in excess of
$1 million under the 2017 Plan.
The Board may amend, suspend or terminate the 2017 Plan, provided
that such action does not materially impair the existing rights
of any participant without such participants written consent.
Certain material amendments also require the approval of the
Companys stockholders. No incentive stock options may be granted
after the tenth anniversary of the date the Board adopted the
The forgoing description of the terms of the 2017 Plan is
qualified in its entirety by reference to the actual terms of the
2017 Plan and the forms of option and restricted stock unit
agreements, which are attached hereto as Exhibits 10.1, 10.2 and
10.3, respectively, and incorporated herein by reference.
To the extent applicable, the information under Item 8.01 is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
At the Annual Meeting, stockholders elected two ClassI director
nominees to the Companys Board to serve three-year terms,
approved the 2017 Plan, and approved, on an advisory basis, Ernst
Young LLP as the Companys independent registered public
accounting firm for the year ending December31, 2017.
For Proposal 1, the two nominees receiving the highest number of
FOR votes at the annual meeting were elected as directors.
Proposals 2 and 3 required the affirmative vote of the holders of
a majority of shares entitled to vote and present at the Annual
Meeting. The proposals are described in detail in the Companys
definitive proxy statement filed on April13, 2017 with the
Securities and Exchange Commission.
The results of the voting are shown below.
Proposal 1Election of Directors
Warren S. Watson
Proposal 2Approval of the 2017 Equity Incentive
Proposal 3Advisory Approval of Independent
Registered Public Accounting Firm for 2017
Item 8.01 Other Events.
On May25, 2017, the Board adopted the Fourth Amendment (the
Amendment) to New-Hire Equity Incentive Plan (the
Plan), increasing the aggregate number of shares
of common stock that may be issued to equity incentive awards
under the New-Hire Plan from 30,000 (as adjusted to reflect the
reverse stock split implemented by the Company on January12,
2017) to 904,387 shares, to reflect the increase in the
Companys fully-diluted capitalization following such reverse
stock split. As a result of the increase, the share reserve
under the New-Hire Plan represents approximately 4% of the
Companys fully-diluted capitalization (which is consistent with
the percent of the Companys fully-diluted capitalization
represented by the share reserve under the New Hire Plan at the
time the Board adopted the Third Amendment to the New-Hire Plan
in 2016). The Company believes that the increase in the shares
reserved under the New-Hire Plan is necessary to allow it to
attract qualified employees following the Companys strategic
refocus on commercializing the Aquadex FlexFlow System.
The forgoing description of the terms of the Fourth Amendment
is qualified in its entirety by reference to the actual terms
of the Fourth Amendment, which is attached hereto as
Exhibit10.4 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
CHF Solutions,Inc. 2017 Equity Incentive Plan
Formof Stock Option Grant Notice and Option Agreement
Formof Restricted Stock Unit Grant Notice and Restricted
Fourth Amendment to New-Hire Equity Incentive Plan
CHF SOLUTIONS, INC. (FRA:22S1) Recent Trading Information
CHF SOLUTIONS, INC. (FRA:22S1) closed its last trading session up +0.549 at 0.549 with 0 shares trading hands.