Current Report Filing (8-k)
October 26 2018 - 5:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 24, 2018
InspireMD,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35731
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26-2123838
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4
Menorat Hamaor St.
Tel
Aviv, Israel
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6744832
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (857) 305-2410
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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.
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Fourth
Amendment to the InspireMD, Inc. 2013 Long-Term Incentive Plan
On
October 24, 2018, InspireMD, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting, the stockholders approved the Fourth Amendment to the InspireMD, Inc. 2013 Long-Term Incentive
Plan (the “Plan”) to (i) increase the number of shares of common stock available for issuance pursuant to awards under
such Plan by 8,900,000 shares, to a total of 8,919,737 shares of common stock, and (ii) remove the cap on the number of shares
of common stock with respect to which stock options or stock appreciation rights may be granted to certain executive officers
of the Company during any calendar year (the “Fourth Plan Amendment”). The board of directors of the Company (the
“Board”) previously approved the Fourth Plan Amendment on May 23, 2018, subject to stockholder approval.
Election
of Class 1 Director
As
previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September
11, 2018 (the “2018 Proxy”), the term of the Company’s Class 1 director, Paul Stuka, was scheduled to expire
at the Annual Meeting, and the Board nominated Mr. Stuka for re-election at the Annual Meeting as Class 1 director.
At
the Annual Meeting, Mr. Stuka was elected as a Class 1 member of the Board to serve for a term expiring at the Company’s
2021 annual meeting of stockholders.
For
more information about the matters above, see the Company’s 2018 Proxy, the relevant portions of which are incorporated
herein by reference. The description of the Fourth Plan Amendment above and such portions of the 2018 Proxy are qualified in their
entirety by reference to the full text of the Fourth Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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At
the Annual Meeting, the following five proposals were submitted to the Company’s stockholders:
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(1)
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Election
of one Class 1 director to serve on the Board for a term of three years or until his successor is elected and qualified, for
which the following was the nominee: Paul Stuka.
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(2)
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Approval
of the Fourth Plan Amendment to (i) increase the number of shares of common stock of the Company available for issuance pursuant
to awards under the Plan by 8,900,000 shares, to a total of 8,919,737shares of common stock, and (ii) remove the cap on the
number of shares of common stock with respect to which stock options or stock appreciation rights may be granted to certain
executive officers of the Company during any calendar year.
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(3)
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An
advisory vote on executive compensation as disclosed in the 2018 Proxy.
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(4)
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An
advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years.
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(5)
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Ratification
of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2018.
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For
more information about the foregoing proposals, see the Company’s 2018 Proxy. Holders of the Company’s common stock
were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes
with respect to each matter voted upon are set forth below:
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(1)
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Election
of one Class 1 director to serve on the Board for a term of three years or until his successor is elected and qualified:
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Director
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For
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Withheld
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Broker
Non-Votes
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Paul
Stuka
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3,935,022
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582,390
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11,768,727
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(2)
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Approval
of the Fourth Plan Amendment:
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For
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Against
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Abstain
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Broker
Non-Votes
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3,266,663
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1,234,645
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16,104
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11,768,727
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(3)
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Advisory
vote on executive compensation:
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For
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Against
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Abstain
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Broker
Non-Votes
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3,776,134
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685,242
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56,036
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11,768,727
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(4)
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Advisory
vote on the frequency of future advisory votes on executive compensation:
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1
Year
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2
Years
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3
Years
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Abstain
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1,707,689
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63,226
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2,689,673
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56,824
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(5)
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Ratification
of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered
public accounting firm for the year ending December 31, 2018:
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For
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Against
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Abstain
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15,294,206
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820,894
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171,039
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The
results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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InspireMD, Inc.
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Date:
October 26, 2018
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By:
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/s/
Craig Shore
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Name:
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Craig
Shore
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Title:
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Chief
Financial Officer
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