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EX-10.1 - EX-10.1 - Ocera Therapeutics, Inc.a16-13390_1ex10d1.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): June 14, 2016

 

OCERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

001-35119

 

63-1192270

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of

 

 

 

Identification No.)

incorporation)

 

 

 

 

 

525 University Avenue, Suite 610

 

 

Palo Alto, CA

 

94301

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (650) 475-0158

 

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:

 

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))

 

 

 



 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Approval of Ocera Therapeutics, Inc. Fourth Amended and Restated 2011 Stock Option and Incentive Plan

 

On June 14, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Ocera Therapeutics, Inc. (the “Company”) approved the Ocera Therapeutics, Inc. Fourth Amended and Restated 2011 Stock Option and Incentive Plan (the “Amended Plan”).

 

The maximum number of shares reserved for issuance under the Amended Plan is 5,002,328 shares, an increase of 1,400,000 shares. If the Company’s capital structure changes, because of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or similar event, the number of shares that can be issued under the Amended Plan will be appropriately adjusted. The following types of awards may be issued under the Plan: (i) stock options (both incentive and non-qualified options); (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; (v) unrestricted stock; (vi) cash-based awards; (vii) performance shares; and (viii) dividend equivalent rights.

 

A detailed summary of the material features of the Amended Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2016. That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07  Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting was held on June 14, 2016. A total of 14,810,622 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.

 

Proposal 1.    The individuals listed below were elected at the Annual Meeting to serve until the annual meeting of stockholders in 2017 and until their respective successors are duly elected and qualified or until their earlier resignation or removal.

 

 

 

FOR

 

WITHHELD

 

BROKER NON-
VOTES

 

Eckard Weber, M.D.

 

11,646,154

 

208,803

 

2,955,665

 

Linda S. Grais, M.D.

 

11,684,787

 

170,170

 

2,955,665

 

Steven P. James

 

11,681,678

 

173,279

 

2,955,665

 

Nina Kjellson

 

11,681,678

 

173,279

 

2,955,665

 

Michael Powell, Ph.D.

 

11,684,787

 

170,170

 

2,955,665

 

Anne VanLent

 

11,681,978

 

172,979

 

2,955,665

 

Wendell Wierenga, Ph.D.

 

11,198,767

 

656,190

 

2,955,665

 

 

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Proposal 2.    The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

11,584,622

 

261,085

 

9,250

 

2,955,665

 

 

Proposal 3.    The Company’s stockholders approved the non-binding, advisory resolution on the frequency of future advisory votes on the executive compensation of the Company’s named executive officers.

 

EVERY YEAR

 

EVERY 2 YEARS

 

EVERY 3 YEARS

 

ABSTAIN

 

BROKER NON-
VOTES

 

11,434,845

 

273,368

 

139,231

 

7,513

 

2,955,665

 

 

Proposal 4.    The Company’s stockholders approved the Amended Plan.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

11,122,102

 

719,355

 

13,500

 

2,955,665

 

 

Proposal 5.    The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

 

FOR

 

AGAINST

 

ABSTAIN

 

14,353,460

 

456,037

 

1,125

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)          Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Ocera Therapeutics, Inc. Fourth Amended and Restated 2011 Stock Option and Incentive Plan, together with forms of award agreements

 

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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.

 

June 15, 2016

Ocera Therapeutics, Inc.

 

 

 

 

By:

/s/ Michael Byrnes

 

Name:

Michael Byrnes

 

Title:

Chief Financial Officer and Treasurer

 

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