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 OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Heska Corporation (the “Company”) held its 2018 Annual Meeting of Stockholders (“Annual Meeting”) on May 3, 2018. At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company's then existing Amended and Restated 1997 Stock Incentive Plan (the “1997 Stock Plan”) to, among other things, increase by 250,000 the number of shares of the Company’s common stock authorized for issuance under the 1997 Stock Plan and to make provision to permit, at the discretion of the Compensation Committee of the Board of Directors (the "Compensation Committee"), future grants of restricted stock under the plan to become vested in the event of a plan participant's death or disability. Other amendments to the 1997 Stock Plan, which are to be applicable only to future awards made under the plan, were to provide for expanded performance goal vesting criteria and to include a change in beneficial ownership of more than 50% of the outstanding voting power to be included in the definition of "change in control" under the plan. Subsequent to the Annual Meeting, the Company's Board of Directors further amended the Amended and Restated 1997 Stock Plan to eliminate the Compensation Committee's discretion to offer to purchase for cash outstanding stock options from option holders. A further description of the amendments to the 1997 Stock Plan that were approved at the Annual Meeting is included in the definitive proxy statement related to the Annual Meeting that was filed by the Company with the Securities and Exchange Commission under cover of Schedule 14A (File No. 000-22427) on March 26, 2018 (the “Proxy Statement”), which description is incorporated herein by reference. The Amended and Restated 1997 Stock Plan is also filed as Exhibit 99.1 to this current report. The foregoing summary is qualified in its entirety by reference to the full terms and conditions of the 1997 Stock Plan. Interested parties are encouraged to read the 1997 Stock Plan in its entirety as it contains important information.
Item 5.07Submission of Matters to a Vote of Security Holders.
The following is a summary of the matters voted on at the Annual Meeting based on the report of the voting results by the independent inspector of elections. The Proxy Statement contains a description of the following proposals considered at the Annual Meeting, each of which were approved by the Company's stockholders at the Annual Meeting as set forth below:
|
1. |
Stockholders elected the following three nominees as Class III directors to serve three-year terms, as follows: |
|
Nominee |
For |
Withheld |
Broker Non-Voted |
Other Non-Voted |
|
Scott W. Humphrey |
6,190,359 |
97,755 |
650,188 |
|
|
Sharon J. Larson |
6,052,282 |
207,830 |
650,188 |
28,002 |
|
Bonnie J. Trowbridge |
5,912,243 |
375,446 |
650,188 |
Mr. Humphrey, Ms. Larson, and Ms. Trowbridge have been elected to hold office until the 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified.
|
2. |
Stockholders approved the proposal to amend and restate the Company's 1997 Stock Plan, to, among other things, increase by up to 250,000 the number of shares of the Company's common stock authorized for issuance thereunder, as follows: |
|
For: |
3,756,876 |
|
Against: |
2,508,677 |
|
Abstain: |
22,561 |
|
Broker Non-Voted: |
650,188 |
|
Other Non-Voted: |
|
3. |
Stockholders approved an amendment to the Company's Restated Certificate of Incorporation, as amended, to increase by 250,000 the number of authorized shares of each class of the Company's common stock to make available the additional shares contemplated for issuance under the amended and restated 1997 Stock Plan, as follows: |
|
For: |
4,009,023 |
|
Against: |
2,276,382 |
|
Abstain: |
2,709 |
|
Broker Non-Voted: |
650,188 |
|
Other Non-Voted: |
|
4. |
Stockholders ratified the appointment of EKS&H LLLP as the Company's independent registered public accounting firm for the year ending December 31, 2018, as follows: |
|
For: |
6,857,435 |
|
Against: |
34,416 |
|
Abstain: |
46,451 |
|
Broker Non-Voted: |
|
|
Other Non-Voted: |
|
5. |
Stockholders approved the Company's executive compensation in a non-binding advisory vote, as follows: |
|
For: |
6,171,213 |
|
Against: |
57,700 |
|
Abstain: |
59,201 |
|
Broker Non-Voted: |
650,188 |
|
Other Non-Voted: |
On May 3, 2018, the Company's stockholders approved at the Annual Meeting an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
HESKA CORP ExhibitEX-3.1 2 exhibit31annualmeeting2018.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTTO THERESTATED CERTIFICATE OF INCORPORATION,…To view the full exhibit click here
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.
