Current Report Filing (8-k)
September 21 2018 - 4:19PM
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): September 20, 2018
POLARITYTE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-51128
|
|
06-1529524
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
1960
S. 4250 West
Salt
Lake City, UT 84104
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
(385) 237-2279
(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:
[ ]
|
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))
|
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
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
September 20, 2018, the Board of Directors of PolarityTE, Inc. (the “Company”) approved the following annual bonus
compensation for certain executive officers:
Name and Principal Position
|
|
Bonus ($)
|
|
|
Restricted Share
Award (#)
|
|
|
Stock Option
Award (#)
|
|
Denver Lough
Chairman of the Board,
Chief Executive Officer
|
|
|
510,000
|
|
|
|
105,000
|
|
|
|
195,000
|
|
Edward Swanson
Chief Operating Officer
|
|
|
250,000
|
|
|
|
35,000
|
|
|
|
65,000
|
|
Paul Mann
Chief Financial Officer
|
|
|
75,666
|
|
|
|
11,667
|
|
|
|
21,665
|
|
Cameron Hoyler
Executive Vice President of Corporate Strategy, General Counsel
|
|
|
275,000
|
|
|
|
35,000
|
|
|
|
65,000
|
|
The
restricted share awards and stock options have a grant date of September 20, 2018, and were issued under the Company’s 2017
Equity Incentive Plan. Each of the restricted share awards vests in four equal installments every six months beginning on the
date six months following the grant date. Each of the stock option awards vests in 24 equal monthly installments beginning one
month following the grant date, has an exercise price of $20.12 per share, and is exercisable after vesting over a term of ten
years from the grant date.
In
addition to the foregoing, the Board of Directors approved an increase in the annual base salary of Cameron Hoyler, Executive
Vice President of Corporate Strategy and General Counsel, from $385,000 to $400,000 effective November 1, 2018.
Item
5.07
|
Submission
of Matters to a Vote of Security Holders
|
The
Company held its 2018 Annual Meeting of Stockholders on September 20, 2018. At the Annual Meeting the stockholders voted on the
following five proposals:
|
1.
|
Elect
Jeff Dyer and Jon Mogford to serve as Class I directors;
|
|
|
|
|
2.
|
Approve,
by a non-binding advisory vote, the compensation of the Company’s named executive officers;
|
|
|
|
|
3.
|
Approve
the Company’s 2019 Employee Stock Purchase Plan;
|
|
|
|
|
4.
|
Approve
the Company’s 2019 Equity Incentive Plan; and
|
|
|
|
|
5.
|
Ratify
the appointment of EisnerAmper LLP as the Company’s independent public accountant for the fiscal year ending October
31, 2018.
|
At
the meeting the stockholders elected the nominees and approved the remaining proposals by the following vote:
Proposal
No. 1
|
Election
of Class I Directors
|
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Broker Non-Votes
|
|
Jeff Dyer
|
|
|
11,749,686
|
|
|
|
1,336,128
|
|
|
|
3,972,649
|
|
Jon Mogford
|
|
|
12,041,745
|
|
|
|
1,044,069
|
|
|
|
3,972,649
|
|
Proposal
No. 2
|
Advisory
Vote on Executive Compensation
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
11,352,659
|
|
|
|
1,629,470
|
|
|
|
103,685
|
|
|
|
3,972,649
|
|
Proposal
No. 3
|
Approve
the 2019 Employee Stock Purchase Plan
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
13,051,226
|
|
|
|
28,982
|
|
|
|
5,583
|
|
|
|
3,972,672
|
|
Proposal
No. 4
|
Approve
the 2019 Equity Incentive Plan
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
11,408,619
|
|
|
|
1,666,884
|
|
|
|
10,288
|
|
|
|
3,972,672
|
|
Proposal
No. 5
|
Ratify
the Appointment of the Independent Public Accountant
|
Votes For
|
|
|
Votes Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
16,927,011
|
|
|
|
130,583
|
|
|
|
869
|
|
|
|
-0-
|
|
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.
|
POLARITYTE,
INC.
|
|
|
Dated:
September 21, 2018
|
/s/
Paul Mann
|
|
Paul
Mann
|
|
Chief
Financial Officer
|
Corner Growth Acquisition (NASDAQ:COOL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Corner Growth Acquisition (NASDAQ:COOL)
Historical Stock Chart
From Sep 2023 to Sep 2024