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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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):

October 22, 2014

Abaxis, Inc.

(Exact name of registrant as specified in its charter)

3240 Whipple Road, Union City, CA 94587

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(510) 675-6500

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 October 22, 2014, at the 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Abaxis, Inc. (the “Company”), the Company’s stockholders approved the Abaxis, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), which 2014 Plan became effective on that date. The terms of the 2014 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards and performance awards that may be settled in cash, stock or other property. The total number of shares of the Company’s common stock available for issuance under the 2014 Plan is initially 1,712,409 shares, which is equal to the sum of (i) 875,505 shares remaining available for issuance pursuant to the exercise of options or issuance or settlement of stock awards that have not previously been granted under the Abaxis, Inc. 2005 Equity Incentive Plan, as amended (the “2005 Plan”), as of the effective date of the 2014 Plan (the “2005 Plan’s Available Reserve”) and (ii) up to 836,904 Returning Shares (as defined below), as such shares become available from time to time. The “Returning Shares” are shares subject to outstanding stock awards granted under the 2005 Plan and the Abaxis, Inc. 1998 Stock Option Plan that, from and after the effective date of the 2014 Plan, (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award or to satisfy the purchase price or exercise price of a stock award. Also on October 22, 2014, the Compensation Committee of the Company’s Board of Directors adopted the forms of notices of grant and award agreements for time-based and performance-based vesting restricted stock unit awards under the 2014 Plan (the “Restricted Stock Unit Agreements”), each of which are filed as exhibits hereto.

A more detailed summary of the material features of the 2014 Plan, including the terms of restricted stock unit grants thereunder, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on September 23, 2014 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2014 Plan, a copy of which is incorporated by reference as Exhibit 10.1 hereto, and the forms of Restricted Stock Unit Agreements thereunder, filed as Exhibits 10.2 and 10.3 hereto.

ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting was held on October 22, 2014. There were 22,523,438 shares of common stock entitled to be voted, and 21,451,141 shares were present in person or by proxy at the Annual Meeting. Four items of business were acted upon by shareholders at the Annual Meeting. The voting results are as follows:

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

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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 hereunto duly authorized.

Date: October 28, 2014

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EXHIBIT INDEX