Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2022 Stock Incentive Plan and Amended and Restated 2007 Director Stock Plan. On August 2, 2022, American Superconductor Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Company’s 2022 Stock Incentive Plan (the “2022 Plan”), and amendments to the Company’s Amended and Restated 2007 Director Stock Plan (the “2007 Director Plan”).
2022 Plan
At the Annual Meeting, the Company’s stockholders approved the 2022 Plan, which:
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authorizes the issuance of 1,150,000 shares of common stock; and |
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subject to the limitations contained in the 2022 Plan, provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. |
No award may be made under the 2022 Plan after June 21, 2032, the tenth anniversary of the date the Board of Directors of the Company (the “Board”) adopted the 2022 Plan, but awards previously granted may extend beyond that date. The Board has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2022 Plan and to interpret the provisions of the 2022 Plan. The Board has delegated authority to the Compensation Committee of the Board (the “Compensation Committee”) to administer the 2022 Plan, including the granting of options to executive officers. In addition, the Board has delegated to a committee of the Board, designated as the Awards Committee, which consists solely of the Company’s President and Chief Executive Officer, Mr. McGahn, the authority to grant awards, subject to the terms and conditions of the 2022 Plan and other limitations set by the Board, to employees (other than executive officers), consultants and advisors.
Subject to any applicable limitations contained in the 2022 Plan, the Board, the Compensation Committee, the Awards Committee or any other committee or executive to whom the Board delegates authority, as the case may be, selects the recipients of awards and determines the terms and conditions of such awards, including, as applicable, the number of shares covered by each award, the exercise price and term of options, and the conditions for repurchase, issue price and repurchase price of restricted stock awards.
The 2022 Plan had been approved by the Board on June 21, 2022, subject to and effective upon stockholder approval.
The foregoing description of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the 2022 Plan, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The forms of agreements for (i) time-based restricted stock awards, (ii) performance-based restricted stock awards, and (iii) stock options, to be granted under the 2022 Plan are filed as Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to this Current Report on Form 8-K.
2007 Director Plan
At the Annual Meeting, the Company’s stockholders approved the following amendments to the 2007 Director Plan:
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an increase in the total number of shares of common stock authorized for issuance under the 2007 Director Plan from 280,000 shares to 430,000 shares; and |
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an extension of the term of the 2007 Director Plan to August 2, 2032, the tenth anniversary of the Annual Meeting. |
The foregoing amendments to the 2007 Director Plan had been approved by the Board on June 21, 2022, subject to and effective upon stockholder approval.
The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the 2007 Director Plan, as amended by the amendments, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.