Vocera Communications, Inc. (NYSE:VCRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Vocera Communications, Inc. (NYSE:VCRA) 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

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Amendments of the 2012 Equity Incentive Plan

On April 5, 2018, the Board of Directors (the “Board”) of Vocera Communications, Inc. (the “Company”) approved, subject to stockholder approval, amendments to the 2012 Equity Incentive Plan (the “Amended 2012 Plan”), which was approved by the Company’s stockholders at its 2018 annual meeting of stockholders held on June 1, 2018 (the “Annual Meeting”). The Amended 2012 Plan reserved for issuance an additional 1,500,000 shares of the Company’s common stock, subject to certain additions and adjustments, and included amendments to (i) limit the maximum value in number of shares of common stock that may be granted under the Amended 2012 Plan to each of the Company's non-employee directors each year to $600,000 in the year of such director’s initial appointment to the Board or $400,000 in any other calendar year; (ii) prohibit shares that are withheld from exercised shares for taxes, payment of exercise price and net settlement of shares in connection with the exercise of stock options and stock appreciation rights from returning to the total number of shares reserved for options issuance; (iii) require a minimum vesting period of at least one year for all equity awards issued under the Amended 2012 Plan; (iv) prohibit repricing or certain other exchanges of stock options and stock appreciation rights without stockholder approval; (v) prohibit payment of dividends on unvested awards; (vi) make certain modifications to reflect changes to the tax code by the 2017 tax legislation; and (vii) in connection with the recent adoption of the Company's Executive Officer Recoupment Policy, add a provision stating that all awards under the Amended 2012 Plan are subject to any compensation clawback or recoupment policy adopted by the Board.

A more complete description of the Amended 2012 Plan and its terms is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2018 (the “Proxy Statement”). The foregoing description of the Amended 2012 Plan and the description of the Amended 2012 Plan in the Proxy Statement do not purport to be complete and are qualified in their respective entireties by reference to the Amended 2012 Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 1, 2018, the Company held its 2018 Annual Meeting at which the Company’s stockholders (i)elected the two Class III directors identified in the table below, each to serve until the third annual meeting of stockholders following the 2018 Annual Meeting and until a successor has been elected and qualified or until an earlier resignation or removal, (ii) ratified the appointment of Deloitte & ToucheLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, (iii) adopted a non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay”), (iv) adopted a non-binding advisory vote on the frequency of future advisory votes to approve named executive officer compensation (“Frequency-on-Pay”), and (v) approved the Amended 2012 Plan. Set forth below are the final voting tallies for the Company’s 2018 Annual Meeting:

Proposal: Election of Directors

For

Against

Withheld

Broker Non-Vote

John N. McMullen

25,319,727

211,015

57,349

1,876,118

Sharon L. O’Keefe

24,068,354

1,463,108

56,629

1,876,118

Proposal:

For

Against

Abstain

Broker Non-Vote

Ratification of independent auditor

27,402,222

20,683

41,304

Proposal:

For

Against

Abstaining

Broker Non-Votes

Say-on-Pay

23,767,738

1,757,067

63,286

1,876,118

Proposal:

One Year

Two Years

Three Years

Shares

Abstaining

Broker Non-Votes

Frequency-on-Pay

24,986,609

14,571

490,779

96,132

1,876,118

Proposal:

For

Against

Abstaining

Broker Non-Votes

Amendment of 2012 Equity Incentive Plan

15,518,356

9,988,952

80,783

1,876,118

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

Amended and Restated 2012 Equity Incentive Plan


VOCERA COMMUNICATIONS, INC. Exhibit
EX-10.1 2 exhibit101-vcra8k6518.htm EXHIBIT 10.1 Exhibit Exhibit 10.1VOCERA COMMUNICATIONS,…
To view the full exhibit click here

About Vocera Communications, Inc. (NYSE:VCRA)

Vocera Communications, Inc. is a provider of communication solutions for mobile workers in healthcare, hospitality, energy, education and other industries. The Company’s solutions include the Vocera Communication System, Vocera Care Experience Suite and its Experience Innovation Network. Its two segments include Product and Service. Its Vocera Communication System consists of a software platform that connects communication devices, including its hands-free, wearable, voice-controlled communication badges, and third-party mobile devices that use its software applications to become part of the Vocera system. Vocera Care Experience modules include Pre-Arrival Communication, Good to Go, Care Calls, Care Rounds, Business Intelligence and Care Transition Notification. Its services include Experience Innovation Network, Professional services and Technical support. Its professional services include wireless assessment, solution configuration, and training and project management.

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