NxSTAGE MEDICAL, INC. (NASDAQ:NXTM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

0

NxSTAGE MEDICAL, INC. (NASDAQ:NXTM) 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 May 25, 2017, the stockholders of NxStage Medical, Inc.
(NxStage) approved the Amended and Restated 2014 Omnibus Incentive
Plan (2014 Plan). The 2014 Plan will be administered by NxStage’s
Compensation Committee, and awards under the 2014 Plan will be
granted at the discretion of the Compensation Committee. The
following types of awards may be made under the 2014 Plan, subject
to the limitations set forth in the 2014 Plan: stock options, which
may be either incentive stock options or non-qualified stock
options; stock appreciation rights; restricted stock; restricted
stock units; unrestricted stock; dividend equivalent rights;
performance shares and performance-based awards; other equity-based
awards; and cash awards. Employees and non-employee directors of
NxStage and its affiliates are eligible to receive awards under the
2014 Plan, as well as key consultants and advisors who perform
services for NxStage or its affiliates. The approval also made an
additional 6,300,000 shares of NxStage common stock available for
future grants (New Shares). New Shares that are subject to awards
other than stock options or stock appreciation rights will be
counted against the 2014 Plan share limit as 1.96 shares for every
one share subject to the award. New Shares that are subject to
awards of stock options or stock appreciation rights will be
counted against the 2014 Plan share limit as one share for every
one share subject to the award.
Item 5.07 Submission of Matters to a Vote of Security Holders.
NxStage held its 2017 Annual Meeting of Stockholders on May 25,
2017. Set forth below are the final voting results for each of
the matters submitted to a stockholder vote at the 2017 Annual
Meeting.
1.
Stockholders elected each of the nine nominees to
NxStage’s Board of Directors to serve until the 2018
Annual Meeting of Stockholders, with the votes cast as
follows:
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Jeffrey H. Burbank
50,619,929
82,205
8,175,066
Heyward R. Donigan
50,662,963
39,171
8,175,066
Robert G. Funari
50,654,453
47,681
8,175,066
Daniel A. Giannini
50,416,609
285,525
8,175,066
Earl R. Lewis
50,656,968
45,166
8,175,066
Jean K. Mixer
50,652,954
49,180
8,175,066
Craig W. Moore
50,383,250
318,884
8,175,066
Reid S. Perper
50,589,297
112,837
8,175,066
James J. Peters
50,662,698
39,436
8,175,066
2.
Stockholders approved, on an advisory basis, the named
executive officers compensation as disclosed in NxStage’s
proxy statement, with the votes cast as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
49,708,453
534,772
458,909
8,175,066
3.
Stockholders approved, on an advisory basis, one year as
the frequency of future advisory votes on our named
executive officers’ compensation, with the votes cast as
follows:
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
45,652,754
606,242
4,374,733
68,405
8,175,066
4.
Stockholders ratified the selection of Ernst Young LLP to
serve as NxStage’s independent registered public
accounting firm for the 2017 fiscal year, with the votes
cast as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
58,558,761
304,540
13,899
5.
Stockholders (of at least 75% of the shares outstanding)
approved an amendment to NxStage’s Amended and Restated
By-laws to adopt a majority voting standard for uncontested
director elections, with the votes cast as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
50,650,207
17,916
34,011
8,175,066
6.
Stockholders approved the 2014 Plan and its material terms
for Internal Revenue Code 162(m) purposes, with the votes
cast as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
46,990,893
3,691,282
19,959
8,175,066
Item 9.01 Financial Statements and Exhibits.
The exhibit listed in the Exhibit Index is filed as part of this
report.


About NxSTAGE MEDICAL, INC. (NASDAQ:NXTM)

NxStage Medical, Inc. is a medical technology company. The Company is engaged in the development, manufacturing and marketing of products and services for patients suffering from chronic or acute kidney failure. The Company operates through three segments: System One, In-Center and Services. It offers its products and services to various markets, such as home, critical care and in-center. The System One segment is engaged in the sale and rental of the System One and PureFlow SL dialysate preparation equipment, and the sale of disposable products in the home and critical care markets. The In-Center segment is engaged in the sale of blood tubing sets and needles for hemodialysis, primarily for the treatment of end-stage renal disease (ESRD) patients at dialysis clinics, and needles for apheresis. The Services segment offers dialysis services provided to patients at its NxStage Kidney Care dialysis centers.

NxSTAGE MEDICAL, INC. (NASDAQ:NXTM) Recent Trading Information

NxSTAGE MEDICAL, INC. (NASDAQ:NXTM) closed its last trading session 00.00 at 22.78 with 466,186 shares trading hands.