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 16, 2018 (the 2018
Annual
Meeting), the Companys stockholders approved amending and restating the Companys 2016 Equity Incentive Plan to increase the number of authorized shares of the Companys common stock that may be issued
thereunder by 6,500,000 shares. A description of the Amended and Restated 2016 Equity Incentive Plan is set forth in the Companys definitive proxy statement on Form 14A filed with the United States Securities and Exchange Commission
on October 4, 2018 (the 2018 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 2018 Annual Meeting, the Companys stockholders also approved amending and restating the Companys Amended and Restated 2007 Employee Stock
Purchase Plan to increase the number of authorized shares of the Companys common stock that may be issued thereunder by 3,500,000 shares. A description of the Amended and Restated 2007 Employee Stock Purchase Plan is set forth in the 2018
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 2018 Annual Meeting, the Companys stockholders voted on five proposals as set forth below. The following is a brief description of each proposal
submitted to a vote at the 2018 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 III director of the Company to hold office until the Companys 2021 Annual Meeting of Stockholders or until his or her successor is duly elected or appointed.
|
|
|
|
|
|
|
|
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
Elizabeth Dávila
|
|
57,155,115
|
|
3,204,400
|
|
91,446
|
|
18,606,963
|
Joshua H. Levine
|
|
59,821,135
|
|
549,205
|
|
80,621
|
|
18,606,963
|
Proposal No. 2: Approval of Amendment to the Companys 2016 Equity Incentive Plan
The stockholders approved the Companys Amended and Restated 2016 Equity Incentive Plan that increased the number of shares of the Companys common
stock available for issuance thereunder by 6,500,000 shares, with 52,005,896 shares in favor, 8,417,484 shares against, 27,581 shares abstaining and 18,606,963 broker
non-votes.
Proposal No. 3: Approval of Amendment to the Companys 2007 Employee Stock Purchase Plan
The stockholders approved the Companys Amended and Restated 2007 Employee Stock Purchase Plan that increased the number of shares of the Companys
common stock available for issuance thereunder by 3,500,000 shares, with 59,897,145 shares in favor, 520,754 shares against, 33,062 shares abstaining and 18,606,963 broker
non-votes.
2