LRAD Corporation (NASDAQ:LRAD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LRAD Corporation (NASDAQ:LRAD) 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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Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

Amended and Restated 2015 Equity Incentive Plan

On December 6, 2016, the Board of Directors of LRAD Corporation
(the Company) approved the LRAD Corporation Amended and Restated
2015 Equity Incentive Plan (the Amended Plan), which was approved
by the Companys stockholders at the 2017 Annual Meeting of
Stockholders held March 14, 2017.

The Amended Plan amends and restates the Companys 2015 Equity
Incentive Plan to (1)incorporate performance criteria required to
permit the Company to grant performance based compensation awards
that are eligible for deduction under Section 162(m) of the
Internal Revenue Code, (2) incorporate award limitations required
for performance based compensation awards to be eligible for
deduction under Section 162(m) of the Internal Revenue Code,
(3)eliminate the automatic grant of stock options to non-employee
directors, (4) incorporate an overall limitation on cash and
equity compensation payable to non-employee directors; (5) grant
the authority to include claw-back provisions in equity
compensation awards and (6) prohibit repricing stock options or
stock appreciation rights. Except as amended by the Amended Plan,
the 2015 Equity Incentive Plan remains unchanged. The 2015 Equity
Incentive Plan was described in and filed as an exhibit to a
Current Report on Form 8-K filed by the Company on March 24,
2015.

On December 6, 2016, the Board of Directors also approved a form
of Restricted Stock Unit Award Agreement for use under the
Amended Plan, subject to approval by the Companys stockholders of
the Amended Plan. The form of Restricted Stock Unit Award
Agreement became effective upon approval by the Companys
stockholders at the 2017 Annual Meeting of Stockholders held
March 14, 2017.

The foregoing description of the Amended Plan and the Form of
Restricted Stock Unit Award Agreement for use under the Amended
Plan do not purport to be complete and are qualified in its
entirety by reference to the Amended Plan and the Form of
Restricted Stock Unit Award Agreement for use under the Amended
Plan, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by this reference.

Item 5.07

Submission of Matters to a Vote of Security
Holders.

The Company held its Annual Meeting of Stockholders on March 14,
2017. The following is a brief description of each matter voted
upon at the 2017 Annual Meeting, as well as the number of votes
cast for, against or withheld as to each matter and the number of
abstentions and broker non-votes with respect to each matter:

Election of Directors:

The six individuals listed below were elected at the 2017 Annual
Meeting to serve for a one-year term on the Companys Board of
Directors:

NumberofShares

NumberofShares

Nominee

Voted For

Withheld

Scott L. Anchin

17,181,656

436,420

Laura M. Clague

17,395,445

222,631

John G. Coburn

17,430,059

188,017

Richard S. Danforth

17,205,157

412,919

Daniel H. McCollum

17,173,266

444,810

Richard H. Osgood III

17,252,931

365,145

Ratification of Independent Registered Public Accounting
Firm
:

The ratification of the appointment of Squar Milner LLP as the
Companys independent registered public accounting firm for the
fiscal year ended September 30, 2017 was approved by the
following votes:

For

Against

Abstain

27,321,391

128,066

294,664

Approval of LRAD Corporation Amended and Restated 2015 Equity
Incentive Plan
:

The LRAD Corporation Amended and Restated 2015 Equity Incentive
Plan was approved by the following votes:

For

Against

Abstain

Broker Non-Votes

16,803,350

749,337

65,389

10,126,045

Advisory Vote on the Compensation of the Companys
Named Executive Officers:

The compensation of the Companys named executive officers as
described in its Proxy Statement was approved, on an advisory,
non-binding basis, by the following votes:

For

Against

Abstain

Broker Non-Votes

16,988,575

558,436

71,065

10,126,045

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description of Exhibit

10.1

LRAD Corporation Amended and Restated 2015 Equity Incentive
Plan.

10.2

Form of Restricted Stock Unit Agreement under the LRAD
Corporation Amended and Restated 2015 Equity Incentive
Plan.


About LRAD Corporation (NASDAQ:LRAD)

LRAD Corporation is engaged in the design, development and commercialization of directed sound technologies and products. The Company develops and delivers directed acoustic products that beam, focus and control sound over relatively short and long distances. Its long range acoustic device (LRAD) offers directional long-range acoustic hailing devices (AHDs). The LRAD Directional Products include LRAD 100X, LRAD 300X, LRAD 450XL, LRAD 500X, LRAD 500RX, LRAD RXL, LRAD 1000X, LRAD 1000RX and LRAD 2000X. The Company’s LRAD Omnidirectional Products include LRAD 360X, LRAD 360Xm, LRAD 360XT, LRAD DS-60, LRAD SOUND SHIELD and SoundSaber. The Company’s LRAD is deployed by the United States Army, Navy, Marine Corps and Coast Guard, as well as international military services and commercial maritime, commercial security, and public safety organizations around the globe. Its LRAD product line provides a range of systems from single user portable to permanently installed, remotely operated units.

LRAD Corporation (NASDAQ:LRAD) Recent Trading Information

LRAD Corporation (NASDAQ:LRAD) closed its last trading session up +0.03 at 1.60 with 31,009 shares trading hands.

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