Current Report Filing (8-k)
June 17 2016 - 5:14PM
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): June 16, 2016
ZELTIQ Aesthetics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35318
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27-0119051
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4698 Willow Road, Suite 100
Pleasanton, CA 94588
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (925) 474-2500
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:
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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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2016, the stockholders of ZELTIQ Aesthetics, Inc. approved
the ZELTIQ Aesthetics, Inc. 2016 Executive Performance Award Plan, or the Performance Plan. The Performance Plan is intended to provide a single, comprehensive program under which ZELTIQ may structure both cash and equity-based awards in
a manner designed to qualify as performance-based compensation under, and thereby avoid the limitations on the deductibility of such compensation imposed by, Section 162(m) of the Internal Revenue Code or Section 162(m).
No shares are reserved for issuance under this the Performance Plan beyond the shares that are and become available for issuance under ZELTIQs existing 2011 Equity Incentive Plan.
Individuals eligible for Performance Plan awards are certain executive officers and other key employees of the company and its subsidiaries
selected by Compensation Committee. Non-employee directors and consultants of the company and its subsidiaries are not eligible to participate in the Performance Plan. The Performance Plan permits the grant to eligible employees of cash awards and
certain equity awards, including performance shares and performance units, that pay upon achievement of one or more specified performance goals during a specified performance period. The performance goals that may apply to such awards are set forth
in the Performance Plan. The Performance Plan also allows the grant of stock options and stock appreciation rights, or SARs, that do not incorporate any performance condition other than the stock price-based condition inherent in such
awards (each of which must have an exercise price at least equal to the grant date fair market value of the underlying stock).
The
description above is a summary of the material terms of the Performance Plan. A more complete description of the Performance Plan may be found in ZELTIQs proxy statement filed with the Securities and Exchange Commission on April 29, 2016,
and the Performance Plan is attached as an appendix to the proxy statement.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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ZELTIQ Aesthetics, Inc. held its
Annual Meeting of Stockholders on June 16, 2016. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or withheld and broker non-votes for each of the
two directors, and for, against, abstaining and broker non-votes with respect to the other matters. A more complete description of each matter is set forth in ZELTIQs definitive proxy statement filed with the Securities and Exchange Commission
on April 29, 2016.
1. ZELTIQs stockholders elected each of the two directors proposed by ZELTIQ for re-election, to serve
until ZELTIQs 2019 Annual Meeting of Stockholders or until his successor has been elected and qualified. The tabulation of votes on this matter was as follows:
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Nominee
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Shares
Voted For
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Shares
Withheld
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D. Keith Grossman
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28,302,711
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311,158
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Andrew N. Schiff, M.D.
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26,012,958
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2,600,911
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There were 4,657,133 broker non-votes for this proposal.
2
. ZELTIQs stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm
of ZELTIQ for its fiscal year ending December 31, 2016. The tabulation of votes on this matter was as follows:
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Shares voted for:
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33,065,188
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Shares voted against:
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133,328
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Shares abstaining:
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72,486
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Broker non-votes
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0
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3.
ZELTIQs stockholders approved the ZELTIQ Aesthetics, Inc. 2016 Executive
Performance Plan. The tabulation of votes on this matter was as follows:
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Shares voted for:
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17,188,520
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Shares voted against:
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11,348,164
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Shares abstaining:
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77,185
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Broker non-votes
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4,657,133
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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 hereunto duly authorized.
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ZELTIQ AESTHETICS, INC.
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Dated: June 17, 2016
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By:
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/s/ Sergio Garcia
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Sergio Garcia
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Senior Vice President, General Counsel & Secretary
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