Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated 2016 Equity Incentive Plan
At the Annual Meeting of Stockholders of Accuray Incorporated (the “Company”) held on November 20, 2020 (the “2020 Annual Meeting”), the Company’s stockholders approved amending and restating the Company’s 2016 Equity Incentive Plan to increase the number of authorized shares of the Company’s common stock that may be issued thereunder by 7,920,000 shares. A description of the Amended and Restated 2016 Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Form 14A filed with the United States Securities and Exchange Commission on October 1, 2020 (the “2020 Proxy Statement”) and is qualified in its entirety by reference to the full text of the Amended and Restated 2016 Equity Incentive Plan, a copy of which is being filed as Exhibit 10.1 to this Form 8-K.
Amended and Restated 2007 Employee Stock Purchase Plan
At the 2020 Annual Meeting, the Company’s stockholders also approved amending and restating the Company’s Amended and Restated 2007 Employee Stock Purchase Plan to increase the number of authorized shares of the Company’s common stock that may be issued thereunder by 1,500,000 shares. A description of the Amended and Restated 2007 Employee Stock Purchase Plan is set forth in the 2020 Proxy Statement and is qualified in its entirety by reference to the full text of the Amended and Restated 2007 Employee Stock Purchase Plan, a copy of which is being filed as Exhibit 10.2 to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting, the Company’s stockholders voted on five proposals as set forth below. The following is a brief description of each proposal submitted to a vote at the 2020 Annual Meeting, as well as the number of votes cast for and against, the number of abstentions, and the number of broker non-votes with respect to each proposal.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a Class II director of the Company to hold office until the Company’s 2023 Annual Meeting of Stockholders or until his or her successor is duly elected or appointed.
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Nominee
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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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Beverly A. Huss
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55,151,913
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1,196,481
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84,816
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20,851,408
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Louis J. Lavigne, Jr.
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55,110,054
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5,235,188
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87,968
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20,851,408
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Proposal No. 2: Approval of Amendment to the Company’s 2016 Equity Incentive Plan
The stockholders approved the Company’s Amended and Restated 2016 Equity Incentive Plan that increased the number of shares of the Company’s common stock available for issuance thereunder by 7,920,000 shares, with 45,720,913 shares in favor, 10,644,395 shares against, 67,902 shares abstaining and 20,851,408 broker non-votes.
Proposal No. 3: Approval of Amendment to the Company’s 2007 Employee Stock Purchase Plan
The stockholders approved the Company’s Amended and Restated 2007 Employee Stock Purchase Plan that increased the number of shares of the Company’s common stock available for issuance thereunder by 1,500,000 shares, with 56,027,826 shares in favor, 340,345 shares against, 65,039 shares abstaining and 20,851,408 broker non-votes.
Proposal No. 4: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The stockholders cast an advisory vote to approve the compensation of the Company’s named executive officers as follows: 51,120,254 shares in favor, 5,219,986 shares against, 92,970 shares abstaining and 20,851,408 broker non-votes.
Proposal No. 5: Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021, with 76,826,043 shares in favor, 318,149 shares against, 140,426 shares abstaining and no broker non-votes.