Tactile Systems Technology Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As reported below in Item 5.07, on May 7, 2025, the stockholders of Tactile Systems Technology, Inc. (the “Company”) approved the Tactile Systems Technology, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan was approved by the Company's Board of Directors (the "Board") on March 25, 2025, subject to stockholder approval, and became effective with such stockholder approval on May 7, 2025.
The 2025 Plan provides for the issuance of up to 1,850,000 shares of the Company's common stock, par value $0.001 per share (the “Common Stock”). Any shares of Common Stock subject to an award under the 2025 Plan, or to an award under the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) that was outstanding on May 7, 2025, that expires, is forfeited or cancelled, is settled for cash or otherwise does not result in the issuance of all of the shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement or non-issuance, become available for future awards under the 2025 Plan. Following the stockholders' approval of the 2025 Plan, no further awards will be granted under the 2016 Plan.
Awards under the 2025 Plan may be granted to employees, consultants and advisors of the Company, as well as to the non-employee directors of the Company. Awards under the 2025 Plan can be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The 2025 Plan will be administered by the Compensation and Organization Committee of the Company's Board.
A description of the 2025 Plan was included in the Company’s proxy statement for its annual meeting of stockholders filed with the Securities and Exchange Commission on March 28, 2025. A copy of the 2025 Plan, the Form of Restricted Stock Unit Award Agreement (Executives) for use under the 2025 Plan, the Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) for use under the 2025 Plan and the Form of Performance Stock Unit Agreement for use under the 2025 Plan are filed as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 7, 2025, the Company held its 2025 Annual Meeting of Stockholders and the Company’s stockholders voted on the following matters:
Election of Directors
The following nominees were elected to serve as directors for a term that will last until the Company’s 2026 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| William W. Burke | 15,557,077 | 436,231 | 3,037,240 | |||||||||
| Valerie L. Asbury | 15,267,124 | 726,184 | 3,037,240 | |||||||||
| Sheri L. Dodd | 15,796,147 | 197,161 | 3,037,240 | |||||||||
| Raymond O. Huggenberger | 15,756,282 | 237,026 | 3,037,240 | |||||||||
| Laura G. King | 15,862,873 | 130,435 | 3,037,240 | |||||||||
| D. Brent Shafer | 14,929,921 | 1,063,387 | 3,037,240 | |||||||||
| Carmen B. Volkart | 15,796,104 | 197,204 | 3,037,240 | |||||||||
| B. Vindell Washington | 15,774,288 | 219,020 | 3,037,240 | |||||||||
Ratification of the Selection of Grant Thornton LLP as the Company’s Independent Auditor for 2025
The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 18,900,463 | 121,340 | 8,745 | 0 | |||||||||
Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 15,658,844 | 321,637 | 12,827 | 3,037,240 | |||||||||
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The Company’s stockholders voted as follows on the frequency of future advisory votes on the compensation of the Company’s named executive officers:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||
| 14,948,653 | 7,171 | 1,020,661 | 16,823 | 3,037,240 | ||||||||||||
Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold future advisory votes to approve the compensation of the Company’s named executive officers every year, until the next required vote on the frequency of future advisory votes on executive compensation.
Approval of the Company’s 2025 Equity Incentive Plan
The Company’s stockholders approved the Company’s 2025 Equity Incentive Plan by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 15,286,584 | 697,589 | 9,135 | 3,037,240 | |||||||||
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Tactile Systems Technology, Inc. 2025 Equity Incentive Plan. | |
| 10.2 | Form of Restricted Stock Unit Award Agreement (Executives) under the 2025 Equity Incentive Plan. | |
| 10.3 | Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the 2025 Equity Incentive Plan. | |
| 10.4 | Form of Performance Stock Unit Agreement under the 2025 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| TACTILE SYSTEMS TECHNOLOGY, INC. | ||
| Date: May 9, 2025 | By: | /s/ Elaine M. Birkemeyer |
| Elaine M. Birkemeyer | ||
| Chief Financial Officer | ||