Attached files
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| EX-10.1 - Avantair, Inc | v208615_ex10-1.htm |
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): January 19,
2011
AVANTAIR, INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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000-51115
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20-1635240
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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4311 General Howard Drive, Clearwater, Florida 33762
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code (727)
539-0071
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 1.01 Entry into a Material Definitive
Agreement
At the
Annual Meeting of Stockholders of Avantair, Inc. (the “Company”) held on January
19, 2011, the Company's stockholders approved an amendment to the Company's 2006
Long-Term Incentive Plan (the “Plan”) to increase the shares available for
awards granted thereunder by 2.0 million shares. In addition, the Company
has made certain other amendments to the Plan that did not require the approval
of the Company’s stockholders. Accordingly, effective January 19,
2011, the Plan was amended as follows:
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(i)
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to increase the shares available
for awards granted thereunder by 2.0 million shares to 3.5 million
shares.
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(ii)
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to provide that the committee of
the Board established to administer the Plan may not, without the approval
of the Company’s stockholders, (i) amend or modify any award
granted under the Plan to reduce the exercise price of any stock option or
stock appreciation right, (ii) cancel any outstanding stock option or
stock appreciation right and replace it with a new stock option or stock
appreciation right, another award or cash or (iii) take any other
action that is considered a “repricing” for purposes of the stockholder
approval rules of the applicable securities exchange or inter-dealer
quotation system on which the shares of the Company’s common stock are
listed or quoted;
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(iii)
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to provide that, in the case of
performance units and other performance-based awards, the performance
period with respect to which the achievement of performance goals shall be
measured shall be no less than one year;
and
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(iv)
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to provide that, unless otherwise
provided in an award agreement, stock options, stock appreciation rights
and restricted share and/or restricted stock unit awards will vest over a
three-year period following the date of
grant.
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In
addition, the Company has made certain other immaterial and administrative
amendments. The foregoing summary of the amendments is qualified in its
entirety by reference to the full text of the amended and restated Plan, which
is filed as Exhibit 10.1 hereto and incorporated by reference
herein.
Item 5.07 Submission of Matters to a Vote of
Security Holders
The
Company held its Annual Meeting on January 19, 2011. At the Annual
Meeting, management Proposals 1, 2, 3 and 4 were approved. The proposals below
are described in detail in the Company’s definitive proxy statement dated
December 17, 2010 for the Annual Meeting. Abstentions and broker non-votes were
counted for purposes of determining whether a quorum was present.
The
results are as follows:
Proposal
1
The
individuals listed below were elected at the Annual Meeting to serve a one-year
term on the Board. The individuals were elected by the vote of a
plurality of the votes cast at the meeting. Any shares not voted
(whether by abstention, broker non-vote or otherwise) were not counted as votes
casted and had no effect on the vote, although the votes were counted for
purposes of determining whether there was a quorum. .
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For
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Authority Withheld
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Broker Non-Vote
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Barry
J. Gordon
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15,945,875
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265,058
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6,938,523
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Arthur
H. Goldberg
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16,175,130
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35,803
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6,938,523
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Steven
Santo
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16,165,025
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45,908
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6,938,523
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Stephanie
A. Cuskley
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15,950,867
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260,066
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6,938,523
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A.
Clinton Allen
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16,070,930
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140,003
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6,938,523
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Robert
Lepofsky
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16,140,130
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70,803
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6,938,523
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Richard
B. DeWolfe
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16,072,930
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35,803
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6,938,523
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Lorne
Weil
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16,169,338
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41,595
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6,938,523
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Proposal
2
The
management proposal to ratify the appointment of J.H. Cohn LLP as the Company’s
independent registered public accounting firm for fiscal year 2011, as described
in the proxy materials. This proposal to ratify the selection of J.H. Cohn LLP
was approved by receiving the affirmative vote of a majority of shares present,
in person or by proxy, and entitled to vote on the matter. Any shares
present but not voted (whether by abstention, broker non-vote or otherwise) had
the same effect as a vote “Against” the proposal. This proposal was
approved with approximately 86.5% of the shares present or represented and
voting at the Annual Meeting voting for the proposal and approximately 0.6% of
the shares voting against the proposal.
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For
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Against
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Abstained
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Broker Non-Vote
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22,908,922
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160,900
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79,634
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—
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Proposal
3
The
proposal to amend the Company’s. 2006 Long-Term Incentive Plan to increase the
shares available for awards granted thereunder by 2.0 million shares (calculated
on a pre-reverse split basis), as described in the proxy
materials. This proposal to amend the Company’s 2006 Long-Term
Incentive Plan was approved as it received the affirmative vote of a majority of
shares present, in person or by proxy, and entitled to vote on the
matter. Any shares present but not voted (whether by abstention,
broker non-vote or otherwise) had the same effect as a vote “Against” the
proposal. This proposal was approved with approximately 54.1% of the
shares present or represented and voting at the Annual Meeting voting for the
proposal and approximately 2.6% of the shares voting against the
proposal.
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For
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Against
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Abstained
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Broker Non-Vote
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14,334,981
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690,294
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1,185,658
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6,938,523
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The
proposal to approve an amendment to the Company’s Amended and Restated
Certificate of Incorporation, as described in the proxy materials, to authorize
the Board of Directors, at its discretion to, until the next Annual Meeting of
Stockholders, (a) effect a reverse stock split of the Company’s common stock at
a reverse split ratio of between 1-for-2 and 1-for-5, which ratio will be
selected at the discretion of the Board of Directors, and (b) decrease the
number of authorized shares of the Company’s common stock on a basis
proportional to the reverse split ratio approved by the Board of
Directors. This proposal to approve an amendment to the Company’s
Amended and Restated Certificate of Incorporation was approved as it received
the affirmative vote of a majority of shares entitled to vote on the
matter. Any shares not voted (whether by abstention, broker non-vote
or otherwise) had the same effect as a vote “Against” the
proposal. This proposal was approved with approximately 81.9% of the
shares present or represented and voting at the Annual Meeting voting for the
proposal and approximately 5.5% of the shares voting against the
proposal.
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For
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Against
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Abstained
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Broker Non-Vote
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21,694,890
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1,454,401
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165
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—
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Item 9.01 Financial
Statements and Exhibits
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(d)
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EXHIBITS.
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10.1
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2006
Long-Term Incentive Plan, as amended and
restated
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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, thereunto
duly authorized.
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AVANTAIR,
INC.
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Date:
January 20, 2011
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By:
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/s/
Allison Roberto
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Allison
Roberto
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General
Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
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Number
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Exhibit
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10.1
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2006
Long-Term Incentive Plan, as amended and
restated
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