Current Report Filing (8-k)
July 19 2018 - 4:12PM
Edgar (US Regulatory)
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): July 16, 2018
ACCURAY INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-33301
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20-8370041
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(Commission File Number)
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(IRS Employer Identification No.)
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1310 Chesapeake Terrace
Sunnyvale, California 94089
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (408)
716-4600
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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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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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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) Effective July 16, 2018, the Board of Directors (the
Board) of Accuray Incorporated (Company) appointed Mr. Joseph E. Whitters as a Class I member of the Companys Board and as a member of the Audit Committee of the Board in order to fill a newly created
vacancy on the Board. Mr. Whitters is expected to stand for
re-election
at Companys 2019 Annual Meeting of Stockholders, when his Class I term will expire.
In connection with his appointment, Mr. Whitters will receive the same cash and equity compensation for service on the Board and Board committees as is
currently paid to all other
non-employee
Board members of the Company. Cash compensation is as follows: (1) for Board service, an annual cash retainer of $52,500, and (2) additional annual fees of
$10,000 for service as a member of the Audit Committee.
Mr. Whitters equity compensation is as follows: (1) in connection with his
initial appointment to the Board, a restricted stock unit (RSU) grant for that number of shares of the Companys common stock equal to $150,000 divided by the fair market value of one share of common stock on the grant date,
prorated for the months of service between Mr. Whitters appointment on the Board and the Companys next Annual Meeting of Stockholders, with full vesting on the
one-year
anniversary of the
Companys 2017 Annual Meeting of Stockholders, subject to Mr. Whitters continued service (the Initial RSU Grant); and (2) annually, on the last day of the month in which the Companys Annual Meeting of
Stockholders is held, an RSU grant for the number of shares of the Companys common stock equal to $150,000 divided by the fair market value of one share of common stock on the grant date, with full vesting on the
one-year
anniversary of the Annual Meeting of Stockholders to which the grant relates, subject to Mr. Whitters continued service (the Annual RSU Grant). Vesting of all RSUs subject to
the Initial RSU Grant and any Annual RSU Grant thereafter accelerate in full in the event of a change in control of the Company.
There are no
arrangements or understandings between Mr. Whitters and the Company pursuant to which Mr. Whitters was appointed as a director. In addition, there are no related party transactions involving the Company and Mr. Whitters that are
reportable pursuant to Item 404(a) of Regulation
S-K
under the Securities Act of 1933, as amended (the Securities Act).
Item 7.01. Regulation FD Disclosure.
On
July 19, 2018, the Company issued a press release regarding the appointment of Mr. Whitters to the Board. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form
8-K.
The information contained in this Item 7.01 disclosure, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed to be
filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing
under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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ACCURAY INCORPORATED
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Dated: July 19, 2018
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By:
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/s/ Jesse Chew
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Jesse Chew
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Vice President, Interim General Counsel & Corporate Secretary
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