UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 2 2 , 201 9  

 

ATRICURE, INC.

(Exact name of registrant as specified in charter)  

 

 



 

 

Delaware

(State or other jurisdiction of incorporation)

000-51470

(Commission File Number)

34-1940305

(IRS Employer Identification No.)



7555 Innovation Way, Mason OH 45040

(Address of Principal Executive Offices, and Zip Code)



(513) 755-4100

( Registrant’s Telephone Number, Including Area Code )



Not Applicable

(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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.001 par value

ATRC

NASDAQ



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 5.0 2 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .  

At the AtriCure, Inc. (the “Company”) Annual Meeting of Stockholders which was held on May 2 2 , 201 9 , the stockholders of the Company approved the AtriCure, Inc. 2014 Stock Incentive Plan Amended and Restated as of May 2 2 , 201 9   (the “2014 Plan”). The 2014 Plan was previously approved by the Board of Directors subject to stockholder approval. The 2014 Plan was amended to increase the number of shares of common stock available for issuance under it from 3 , 450 ,000 to 4 , 3 50,000 .

The objectives of the 2014 Plan are to provide long-term incentives to those persons with responsibility for the success and growth of the Company, to motivate participants to achieve the long-term success and growth of the Company, to provide a vehicle to tie a significant portion of compensation to the long-term performance of the Company’s shares, to enable the company to attract and retain skilled and qualified officers, other employees, directors and consultants who are expected to contribute to the Company’s success in a competitive market for such individuals, to facilitate ownership of the company’s shares and to align the personal interests of officers, employees and others in the Company’s long-term growth and profitability with the interests of the Company’s stockholders. The 2014 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and unrestricted share awards. The 2014 Plan does not permit the re-pricing of options or stock appreciation rights without the approval of stockholders and does not contain an “evergreen” provision to automatically increase the number of shares issuable under the 2014 Plan, except for certain adjustments resulting from stock splits and other specified events.

The foregoing summary of the 2014 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan filed as an exhibit to this report.

Item 5.07 . Submission of Matters to a Vote of Security Holders.

The stockholders of the Company voted on five items at the Annual Meeti n g of Stockholders held on May 2 2 , 201 9 :

1. The election of eight directors to serve one-year terms expiring at the 20 20 Annual Meeting of Stockholders and until their successors have been duly elected and qualified ;

2. A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 201 9 ;

3. The approval of an amendment to the AtriCure, Inc. 2014 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 90 0,000 shares ;  

4. An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement ; and

5. An advisory vote on the frequency of future advisory votes on compensation of the Company’s named executive officers .

The nominees for director were elected based upon the following votes:



 

 

 

 

Director Nominees

For

Against

Abstain

Broker Non-Votes

Michael H. Carrel

31,346,569

187,998

6,413

2,900,200

Mark A. Collar

30,875,687

653,755

11,538

2,900,200

Scott W. Drake

2 6 , 726,380

4,808,187

6,413

2,900,200

Regina E. Groves

31,404,458

131,643

4,879

2,900,200

B. Kristine Johnson

31,334,626

201,475

4,879

2,900,200

Mark R. Lanning, C.P.A.

31,019,459

509,983

11,538

2,900,200

Sven A . Wehrwein

31,403,122

131,445

6,413

2,900,200

Robert S. White

31,337,947

196,620

6,413

2,900,200

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 201 9 received the following votes:



 

For:

34,248,122

Against:

1 85,095

Abstain:

7,963

Broker Non-Votes:

0




 

 

The approval of an amendment to the AtriCure, Inc. 2014 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 900,000 shares:



 

For:

30, 796,801

Against:

658, 744

Abstain:

85,435

Broker Non-Votes:

2, 900,200

The advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement received the following votes:



 

For:

30,190,567

Against:

906,347

Abstain:

444,066

Broker Non-Votes:

2, 900,200

The advisory vote on the frequency of future advisory votes on compensation of the Company’s named executive officers as disclosed in the proxy statement received the following votes:



 

One Year :

31,478,021

Two Years :

3 1,144

Three Years :

24,203

Abstain :

7,612



After reviewing the results of the nonbinding advisory vote on the frequency of the advisory vote on executive compensation, the Board of Directors has determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required advisory vote.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No. Description

10.1 AtriCure, Inc. 2014 Stock Incentive Plan (Amended and Restated as of May 22, 2019)


 

 



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 

 



 

ATRICURE, INC.



 

 

Dated:  May 2 8 , 201 9

By:

/s/ M. Andrew Wade



 

M. Andrew Wade



 

Senior Vice President and Chief Financial Officer




AtriCure (NASDAQ:ATRC)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more AtriCure Charts.
AtriCure (NASDAQ:ATRC)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more AtriCure Charts.