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): December 17, 2020
CHEMBIO DIAGNOSTICS, INC.
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Nevada
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0-30379
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88-0425691
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(State or Other Jurisdiction of Incorporation or
Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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555 Wireless
Blvd. Hauppauge,
NY
11788
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (631) 924-1135
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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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of
each class
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Trading
Symbol
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Name of each
exchange on which registered
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Common
Stock, $0.01 par value
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CEMI
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The NASDAQ Stock Market LLC
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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 or
Rule 12b-2 of the Securities Exchange Act of 1934. 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.
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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.
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Election of David W.K.
Acheson to Board of Directors
On December 17, 2020, the board of directors elected David
W.K. Acheson as a member of the board, with a term effective on
December 17, 2020 and continuing until our 2021 annual meeting of
stockholders.
David Acheson has served as the President and Chief Executive
Officer of The Acheson Group LLC since founding the global food
safety consulting group in 2013. From 2009 to 2013 he served as a
partner and managing director of Leavitt Partners, a health care
consulting firm at which he founded and managed Leavitt Partners
Global Food Safety Solutions. From 2002 to 2009 Dr. Acheson served
at the U.S. Food and Drug Administration in various positions,
progressing from Chief Medical Officer of the Center for Food
Safety and Applied Nutrition to Associate Commissioner for Foods,
where he held an agency-wide leadership role for food issues. Dr.
Acheson practiced in the areas of internal medicine and infectious
diseases in the United Kingdom from 1980 to 1987, when he moved to
the New England Medical Center and Tufts University, where he
served as an Associate Professor at Tufts University studying the
molecular pathogenesis of foodborne pathogens. He received a
Bachelor of Science degree in 1977 and a Bachelor of Medicine and
Bachelor of Surgery degree in 1980 from the University of London.
Dr. Acheson is a Fellow of the Royal College of Physicians (London)
and the Infectious Disease Society of America.
Upon
appointment to the board and in accordance with our Outside
Director Compensation Policy described below, Dr. Acheson was
awarded, under our 2019 Omnibus Incentive Plan:
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14,678 restricted
stock units, each to acquire one share of common stock;
and
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nonqualified
stock options to acquire 23,781 shares
of common stock, each with an exercise price of $5.45
per
share, which equals the fair market value of a share of common
stock on December 17, 2020 (defined under the 2019 Omnibus
Incentive Plan to be the last reported sale price of a share of the
common stock on the Nasdaq Capital Market on December 17,
2020).
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The restricted stock units vest in three equal installments on
December 17, 2021, 2022 and 2023, and the nonqualified stock
options will vest in full immediately prior to our 2022 annual
meeting of stockholders. All of the restricted stock units and
nonqualified stock options are subject to accelerated vesting upon
a Change in Control, as defined in the 2019 Omnibus Incentive
Plan.
There are no family relationships between Dr. Acheson and any
of our existing directors or our executive officers, and Dr.
Acheson has not had any direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934.
Approval of Outside
Director Compensation Policy
On December 17, 2020, the board of directors approved an outside
director compensation policy, or the Policy, effective immediately.
The purpose of the Policy is to provide a total compensation
package that enables us to attract and retain, on a long-term
basis, high-caliber directors. The Policy applies to each
non-employee who serves on the board of directors.
The board approved the Policy in accordance with a recommendation
of the board’s compensation committee, which had considered
recommendations made by our compensation consultant based in part
upon assessments of our director compensation relative to that of a
peer group of comparable companies.
The Policy sets forth (a) cash and equity compensation for
directors serving during calendar year 2021 and (b) one‑time equity
compensation for new directors joining the board on or after
December 17, 2020. The board reviews and approves director
compensation annually and will amend or restate the Policy
accordingly,
Compensation for 2021 Services. Under the
Policy, the following terms will apply during calendar year
2021:
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Cash
Compensation.
Each
outside director will be entitled to a cash retainer of $35,000 for
service on the board of directors for 2021, except that the Chair
of the Board will instead receive a cash retainer of $75,000. In
addition, an outside director serving on the board’s Audit
Committee, Compensation Committee, or Nominating and Corporate
Governance Committee in a non-Chair capacity will be entitled to a
cash retainer of $7,500, $5,000 or $3,750, respectively, for
services on those committees for the year. The Chair of one of
those committees will be entitled to a cash retainer twice the
amount payable to other members of that committee. Directors are
not entitled to receive attendance fees for any meetings of the
board or its committees.
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Equity
Awards.
Each
outside director who is elected (or re-elected) to the board at our
2021 annual meeting of stockholders will receive annual
equity-based awards under our 2019 Omnibus Incentive Plan having an
aggregate value of $80,000, based upon the fair market value of
common stock on the grant date and consisting of $40,000 in value
of restricted stock units and $40,000 in value of nonqualified
stock options. These awards will be, subject to certain timing
exceptions, granted as of the date of the 2021 annual meeting. They
will vest immediately prior to our 2022 annual meeting of
stockholders (or, if earlier, upon a Change in Control as defined
in the 2019 Omnibus Incentive Plan).
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One-time Equity Award for New Directors. Each
outside director who is initially elected to our board on or after
December 17, 2020 (including David Acheson, as described above
under “Election
of David W.K. Acheson to Board of Directors”)
will receive equity awards with an aggregate value of
$160,000, which will consist of $80,000 in value of restricted
stock units and $80,000 in value of nonqualified stock options
unless otherwise determined by the compensation committee. These
awards are to be granted upon commencement of board service. The
restricted stock units will vest on the first, second and third
anniversaries of the grant date, and the nonqualified stock options
will vest in full immediately prior to our 2022 annual meeting of
stockholders. All
of the restricted stock units and nonqualified stock options will
be subject to accelerated vesting upon a Change in Control, as
defined in the 2019 Omnibus Incentive Plan.
The foregoing description of the Outside Director Compensation
Policy does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Outside Director
Compensation Policy, which is included as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01
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Financial Statements and
Exhibits.
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Exhibit
No.
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Description
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Outside Director Compensation
Policy of Chembio Diagnostics, Inc.
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104
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Cover Page Interactive Data File
(embedded within the Inline XBRL document)
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*
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Indicates
management contract or compensatory plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be filed on its
behalf by the undersigned hereunto duly authorized.
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Chembio Diagnostics, Inc.
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Dated: December
17, 2020
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By:
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/s/
Richard L.
Eberly
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Chief Executive
Officer and President
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