Current Report Filing (8-k)
July 08 2013 - 4:57PM
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
3, 2013
MAKO Surgical Corp.
(Exact name of registrant as specified in its charter)
Delaware |
001-33966 |
20-1901148 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2555 Davie Road
Fort Lauderdale, Florida 33317
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area
code: (954) 927-2044
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:
☐ |
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 2, 2013, the Board of Directors (the
“Board”) of MAKO Surgical Corp. (the “Company”) approved the recommendations of its
corporate governance and nominating committee and (i) increased the size of the Board from seven (7) to nine (9) members,
creating one Class I vacancy and one Class III vacancy, (ii) elected Jonathan T. “Jack” Lord, M.D. as a Class I
director to fill the newly created vacancy effective as of July 3, 2013, and (iii) elected Scott D. Flora as a Class III
director to fill the newly created vacancy effective as of July 3, 2013.
Dr. Lord was appointed to serve on the audit committee of the Board and
Mr. Flora was appointed to serve on the compensation committee of the Board. A third-party search firm retained by the corporate
governance and nominating committee to assist in identifying and assessing potential director candidates recommended Dr. Lord and
Mr. Flora as directors. There are no other arrangements or understandings between either Dr. Lord and Mr. Flora and any other persons
pursuant to which they were elected as a director. There are no related person transactions involving either Dr. Lord
or Mr. Flora that are reportable under Item 404(a) of Regulation S-K.
In connection with their election to the Board, on July 3,
2013, Dr. Lord and Mr. Flora were each granted an option to purchase 13,365 shares of the Company’s common stock
under the Company’s 2008 Omnibus Incentive Plan (the “2008 Plan”). Each of Dr. Lord and Mr. Flora
will be compensated on the same terms as the Company’s other non-employee directors, including an annual retainer fee
of $30,000 for serving on the Board, an annual retainer fee of $8,500 for serving on the audit committee for Dr. Lord and
an annual retainer fee of $5,000 for serving on the compensation committee for Mr. Flora, meeting fees of $1,000 per
in-person meeting and $500 per telephonic meeting, and an annual option grant to purchase shares of the Company’s
common stock under the 2008 Plan.
Dr. Lord is currently the Chairman of the Board of Directors of
Dexcom, Inc., a medical device company. He recently completed an assignment as Chief Operating Officer of the Miller School
of Medicine and UHealth-University of Miami Health System, and is currently a Professor of Clinical Pathology. Dr. Lord
served as the Chief Innovation Officer of the University of Miami from September 2011 to March 2012 and as the Chief
Executive Officer of Navigenics, a personal genomics company, from May 2009 to December 2009. Prior to that, he was the Chief
Innovation Officer and Senior Vice President of Humana, an insurance products and health and wellness services company, from
2000 to 2009. Dr. Lord is a board-certified forensic pathologist who began his medical career in the U.S. Navy and
later served as chief operating officer of the American Hospital Association and several biotech companies. Dr. Lord also
serves or has served as a member of a number of boards and organizations, including the Centers for Disease Control and
Prevention’s Advisory Committee to the Director, the National Advisory Council for Healthcare Research and Quality,
which advises the U.S. Secretary of Health and Human Services, and the Joint Commission on Accreditation of Health Care
Organizations. In addition to currently serving as the Chairman of Dexcom, Inc., Dr. Lord also serves as a Director at
Stericycle, Inc. and Vigilant Biosciences, Inc., and serves on advisory board roles for Serco PLC (UK), Anthelio Health and
Third Rock Ventures, LLC. He has earned certificates in Governance and Audit from the Harvard Business School. Dr. Lord
received an M.D. from the University of Miami School of Medicine and a bachelor of science degree in chemistry from the
University of Miami.
Mr. Flora is currently the President, Chief Executive Office and a director
of OmniGuide Inc., a medical device company. He served as the Global Business Unit President for the surgical device division
of Covidien plc, a global healthcare products company, from November 2006 until June 2011. From 1994 through
2006, Mr. Flora served in numerous positions at Smith & Nephew plc, a global medical technology company, including President
and General Manager of the orthopedics reconstruction division, General Manager of the trauma and clinical therapies divisions,
Senior Vice President of United States and Europe, Senior Vice President of Smith & Nephew Healthcare, and Senior Vice President
of the orthopedics division. From September 2011 until January 2013, Mr. Flora served on the board of directors of Tengion, a regenerative
medicine company focused on discovering, developing, manufacturing and commercializing a range of neo-organs. Mr. Flora received
a bachelor of science degree in marketing from Millikin University and has participated in professional development programs at
Yale University, the Wharton School of the University of Pennsylvania, the Kellogg School of Management, INSEAD, and Pennsylvania
State University.
The Company issued a press release on July 8, 2013, a copy of which is attached
hereto as Exhibit 99.1, in connection with the election to the Board of Dr. Lord and Mr. Flora.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press Release issued by MAKO Surgical Corp. on July 8, 2013 |
SIGNATURE
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, thereunto duly authorized.
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MAKO Surgical Corp. |
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Date: July 8, 2013 |
By: |
/s/ Menashe R. Frank |
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Menashe R. Frank,
Senior Vice President,
General Counsel and Secretary |
EXHIBIT INDEX
Exhibit
No. |
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Description |
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99.1 |
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Press Release issued by MAKO Surgical Corp. on July 8, 2013 |
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