The number of RSUs, if any, actually earned based on the achievement of the Relative TSR goal may range from 50% of the target number of RSUs for performance at a specified threshold percentile, to 100% of the target number of RSUs for performance at the target percentile, and up to 150% of the target number of RSUs for performance at or above a specified maximum percentile. In the event that actual Relative TSR performance is between the threshold and target levels or between the target and maximum levels, the number of RSUs earned based on Relative TSR will be determined based on linear interpolation between the specified percentiles. If the Company’s actual Relative TSR performance is below the threshold percentile, then no RSUs would be earned based on Relative TSR. The number of RSUs earned based on Relative TSR may not exceed the target number of RSUs eligible to vest based on Relative TSR if the Company’s total stockholder return is negative for the Performance Period.
The Committee will certify the level of achievement of Relative TSR as soon as practicable following the Performance Period. The NEO must generally continue to be providing services to the Company on the date on which the Committee certifies achievement of Relative TSR in order for the RSUs to vest based on Relative TSR.
In the event that a Change in Control (as defined in the 2023 Plan) occurs prior to the certification date for the achievement of an applicable Milestone, the corresponding number of RSUs that remain unvested based on the applicable Milestone as of the date of such Change in Control will vest in full if: (i) the successor or surviving entity (or its parent) fails to continue or assume the PSU Award or (ii) if the successor or surviving entity does continue or assume the PSU Award but the NEO is subsequently terminated without Cause or resigns for Good Reason (each as defined in the Company’s Severance Plan) within the two-year period immediately following such Change in Control.
In the event that a Change in Control occurs prior to the Relative TSR certification date, the corresponding number of RSUs that remain unvested based on Relative TSR as of the date of such Change in Control will vest at the greater of (x) the total target number of RSUs eligible to vest based on Relative TSR and (y) the number of RSUs that would be earned based on actual Relative TSR performance through the date of such Change in Control (as determined by the Committee) if: (i) the successor or surviving entity (or its parent) fails to continue or assume the PSU Award or (ii) if the successor or surviving entity does continue or assume the PSU Award but the NEO is subsequently terminated without Cause or resigns for Good Reason within the two-year period immediately following such Change in Control.
In the event the NEO’s employment with the Company is terminated by the Company or by the NEO for any reason other than death or disability, any RSUs for which the applicable performance goal has not been achieved, as determined by the Committee in its sole discretion, will be forfeited. In the event of the NEO’s death or disability, any RSUs for which the applicable performance goal has not been achieved may vest as determined by the Committee in its sole discretion.
The description of the PSU Awards contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the 2023 Plan and the form of RSU Grant Package under the 2023 Plan, which were filed as Exhibit 10.31 and Exhibit 10.33, respectively, to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 6, 2024.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2024 (the “Proxy Statement”).
Of the 23,370,640 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) entitled to vote as of the record date, which includes shares of Common Stock issuable on conversion of outstanding shares of Series C Cumulative Convertible Preferred Stock, a total of 11,625,442 shares of Common Stock, or 49.74%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
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