AtriCure Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ATRC
Medical/Dental Instruments
Health Care
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): May 13, 2024
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices, and Zip Code)
(513 ) 755-4100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
| 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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the AtriCure, Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on May 13, 2024 (“Annual Meeting”), the stockholders of the Company approved an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan (the “Amended 2023 Plan”). The 2023 Stock Incentive Plan was previously approved by stockholders in 2023. As approved by stockholders at the Annual Meeting, the 2023 Stock Incentive Plan was amended to increase the number of shares of common stock available for issuance under it from 1,000,000 to 2,800,000.
The purpose of the Amended 2023 Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the Company’s stockholders. The Amended 2023 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The Amended 2023 Plan permits the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and other awards. The Amended 2023 Plan does not permit the re-pricing of options or stock appreciation rights without the approval of stockholders and does not contain an “evergreen” provision to automatically increase the number of shares issuable under the Amended 2023 Plan, except for certain adjustments resulting from stock splits and other specified events.
The foregoing summary of the Amended 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended 2023 Plan filed as Exhibit 10.1 to this report.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon the filing of a certificate of amendment setting forth the same with the Secretary of State of the State of Delaware on May 13, 2024. Following the filing of this certificate of amendment, the Company filed a new Restated Certificate of Incorporation with the Secretary of State of the State of Delaware May 13, 2024, which became effective upon filing. The description of the Amendment above does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate of Incorporation, as set forth in Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
1.The election of nine directors to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;
2.A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement;
4.The approval of an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,800,000; and
5.The approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company.
For more information about the five proposals that were voted on at the Annual Meeting, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2024.
The voting results for each of the proposals are as follows:
1. Each nominee for director was duty elected to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
| Director Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Michael H. Carrel | 41,522,276 | 637,966 | 54,095 | 2,575,972 | ||||||||||
| Regina E. Groves | 41,564,382 | 594,967 | 54,988 | 2,575,972 | ||||||||||
| B. Kristine Johnson | 40,322,588 | 1,836,733 | 55,016 | 2,575,972 | ||||||||||
| Shlomo Nachman | 41,948,710 | 209,253 | 56,374 | 2,575,972 | ||||||||||
| Karen N. Prange | 40,301,694 | 1,857,627 | 55,016 | 2,575,972 | ||||||||||
| Deborah H. Telman | 40,249,839 | 1,909,510 | 54,988 | 2,575,972 | ||||||||||
| Sven A. Wehrwein | 40,080,389 | 2,078,609 | 55,339 | 2,575,972 | ||||||||||
| Robert S. White | 40,893,534 | 1,265,449 | 55,354 | 2,575,972 | ||||||||||
| Maggie Yuen | 41,565,558 | 593,708 | 55,071 | 2,575,972 | ||||||||||
2. The stockholders approved the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For: | 44,157,266 | ||||
| Against: | 550,817 | ||||
| Abstain: | 82,226 | ||||
3. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
| For: | 35,640,238 | ||||
| Against: | 6,475,860 | ||||
| Abstain: | 98,239 | ||||
| Broker Non-Votes: | 2,575,972 | ||||
4. The stockholders approved the amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,800,000.
| For: | 40,884,921 | ||||
| Against: | 1,252,515 | ||||
| Abstain: | 76,901 | ||||
| Broker Non-Votes: | 2,575,972 | ||||
5. The stockholders approved the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company.
| For: | 37,737,714 | ||||
| Against: | 4,398,481 | ||||
| Abstain: | 78,142 | ||||
| Broker Non-Votes: | 2,575,972 | ||||
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| No. | Description | |||||||
| 3.1 | ||||||||
| 10.1# | ||||||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
# Compensatory plan or arrangement.
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.
| ATRICURE, INC. | |||||||||||
| Dated: | May 14, 2024 | By: | /s/ Angela L. Wirick | ||||||||
| Angela L. Wirick | |||||||||||
| Chief Financial Officer | |||||||||||