- Current report filing (8-K)
June 11 2009 - 4:05PM
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
June
9, 2009
Date of
Report (date of earliest event reported)
SENORX,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
|
001-33382
|
33-0787406
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
3
Morgan, Irvine, California 92618
(Address
of principal executive offices)
(949)
362-4800
(Registrant’s
telephone number, including area code)
N/A
(
Former name or former address, if
changed since last report
)
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)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01. Other Events.
At its
meeting held on June 9, 2009, the Board of Directors of SenoRx, Inc. took the
following actions effective immediately:
Appointment
of Chairman of the Board of Directors
The Board appointed Lloyd H. Malchow,
our current President, Chief Executive Officer and Director, as Chairman of the
Board. Mr. Malchow will receive no additional compensation for
serving as Chairman.
Appointment
of Lead Independent Director
The Board
appointed A. Thomas Bender, an independent director, to the newly-created
position of Lead Independent Director. Mr. Bender will receive no
additional compensation for serving as Lead Independent Director. Mr. Bender
will also continue to serve as the Chair of our Compensation
Committee.
Creation
of Nominating and Corporate Governance Committee
The Board formed a Nominating and
Corporate Governance Committee comprised of three independent directors and
adopted a charter for this committee. The members of this committee are Vickie
L. Capps (Chair), John L. Erb and Frederick J.
Dotzler. The
Board has delegated to this committee authority over corporate governance
generally, Board composition, evaluation and nominating activities, Board
committee composition and conflicts of interest. A copy of this committee’s
charter is attached
hereto as Exhibit 99.1 and will be available on our
website at
www.senorx.com
. We
have previously disclosed the compensation that we will pay for participation on
this committee.
Background
information related to these corporate governance updates
Before the creation of this new
committee, all of the independent members of our Board were responsible for
nominating and corporate governance affairs. Following a formal Board
self-assessment procedure that we conducted last year, management was guided to
begin analyzing possible changes to our nominating and corporate governance
oversight process. As we are now becoming a larger and more mature company, we
determined that this was now the appropriate time to formalize these
responsibilities and delegate to a specific sub-set of our Board by creating the
Nominating and Corporate Governance Committee. During this process of
self-assessment and analysis, we also determined that it was
appropriate
to
create the position of Lead Independent Director within our Board. These
changes, together with the appointment of Mr. Malchow as the Chairman of our
Board, are all part of our long-term succession planning strategy and
institutionalizing the responsibility over such matters.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
|
|
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Exhibit No.
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|
Description
|
99.1
|
|
SenoRx,
Inc. Nominating and Corporate Governance Committee
Charter.
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SIGNATURES
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 hereunto duly
authorized.
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SENORX, INC.
|
|
|
|
|
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Date: June
11, 2009
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By:
|
/s/ Kevin
J. Cousins
|
|
|
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Kevin
J. Cousins
|
|
|
|
Chief
Financial Officer,
Vice President,
Finance
|
|
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