UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 17, 2010
HYPERTENSION DIAGNOSTICS, INC
(Exact name of Registrant as specified in its charter)
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Minnesota
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0-24635
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41-1618036
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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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2915 Waters Road, Suite 108
Eagan, Minnesota
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55121
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 651-687-9999
(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 communication 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))
TABLE OF CONTENTS
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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.
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SIGNATURE
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 16, 2010, the Board of Directors of Hypertension Diagnostics, Inc. (the “Company”) approved the recommendations of the Company’s Compensation Committee and adopted: (i) a compensation structure for the Board of Directors (the “Board of Directors Compensation Plan”); (ii) the issuance of an option grant to the Company’s President (the “Option Grant to the President”); and (iii) a compensation plan for the Company’s Chief Executive Officer (the “CEO Compensation Plan”).
The Board of Directors Compensation Plan provides that for calendar year 2011 each independent Board member shall be authorized to receive a grant of options to purchase 225,000 shares of the Company’s common stock for his 2011 year of service as a Board member. These options shall vest over four quarters beginning March 31, 2011. The exercise price of the options has been set at $0.10, which was the closing price of the Company’s common stock on December 16, 2010, the date of grant. The options have a term of 10 years.
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Name
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Option Award for Board Service
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Kenneth Brimmer, Director
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225,000
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Larry Leitner, Director
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225,000
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Alan Stern, Director
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225,000
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Dr. Jay Cohn, Director
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225,000
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Total
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900,000
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The Option Grant to the President provides that Gregory H. Guettler, the Company’s President, is authorized to receive a grant of options to purchase 400,000 shares of the Company’s common stock as part of his calendar year 2011 compensation. These options will vest over eight quarters beginning March 31, 2011. The exercise price of the options has been set at $0.10, which was the closing price of the Company’s common stock on December 16, 2010, the date of grant. The options have a term of 10 years.
The board approved the continuation of the Company’s CEO Deferred Compensation Plan, originally adopted in January, 2006 and that the number of “phantom shares” granted each month continue at 225,000. All other terms of the current CEO Deferred Compensation Plan shall remain in effect.
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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HYPERTENSION DIAGNOSTICS, INC.
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By:
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/s/ Mark N. Schwartz
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Its Chairman of the Board
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Dated: December 17, 2010
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and Chief Executive Officer
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