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EX-10.1 - EX-10.1 - JUNIPER PHARMACEUTICALS INC | d210709dex101.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): July 27, 2016
JUNIPER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-10352 | 59-2758596 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
Four Liberty Square 4th Floor Boston, Massachusetts |
02109 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 639-1500
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 (see General Instruction A.2. below):
¨ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 27, 2016, the stockholders of Juniper Pharmaceuticals, Inc. (the Company) approved the Amended and Restated 2015 Long-Term Incentive Plan (the Amended Plan) at the 2016 Annual Meeting of Stockholders (the 2016 Annual Meeting). The Amended Plan had been previously approved by the board of directors (the Board) of the Company on May 11, 2016, subject to stockholder approval. The Amended Plan provides for the following changes, among others to the 2015 Long-Term Incentive Plan: (i) an increase in the number of shares of the Companys common stock reserved for issuance under the Amended Plan by 1,500,000 shares; (ii) removes the limitation on the number of shares of common stock that may be issued pursuant to full value awards, such that each stock option or stock appreciation right granted under the Amended Plan will reduce the share pool by one share, and each stock award, stock unit, performance share or other stock-based award will reduce the share pool by two shares; (iii) each award granted under the Amended Plan (other than a substitute award), will be subject to a minimum restricting and/or vesting period of 12 months from the date of grant; (iv) awards granted on or after the date of the Amended Plan will accelerate only if the participant is terminated without cause within 24 months following a change of control, provided the successor assumes or substitutes the outstanding awards for awards under its own equity plan, and (iv) an increase to the maximum number of shares subject to awards that may be granted to a participant in a calendar year to 400,000.
The material terms of the Amended Plan are described on pages 45 to 54 of the Companys definitive proxy statement (the Proxy Statement) for the 2016 Annual Meeting filed with the Securities and Exchange Commission on June 22, 2016 under the heading Proposal 3Approval of Amended and Restated 2015 Long-Term Incentive Plan, which description is incorporated herein by reference. The description of the Amended Plan included in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2016 Annual Meeting, four proposals were submitted to the stockholders of the Company. The proposals are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.
1. Stockholders voted on the election of seven directors to the Board to hold office for a one-year term until the annual meeting of stockholders in 2017 and until their successors are elected and qualified. The nominees to the Board received a majority approval of the votes cast and were re-elected, with the following results:
For | Against | Abstained | Broker Non- Votes |
|||||||||||||
Dr. Frank M. Armstrong |
4,797,921 | 894,619 | 95,733 | 3,475,945 | ||||||||||||
Frank C. Condella Jr. |
5,116,898 | 665,415 | 5,960 | 3,475,945 | ||||||||||||
Dr. Cristina Csimma |
4,242,885 | 1,541,303 | 4,085 | 3,475,945 | ||||||||||||
James A. Geraghty |
5,375,713 | 408,463 | 4,097 | 3,475,945 | ||||||||||||
Dr. Mary Ann Gray |
5,434,196 | 349,961 | 4,116 | 3,475,945 | ||||||||||||
Ann Merrifield |
5,433,299 | 349,723 | 5,251 | 3,475,945 | ||||||||||||
Dr. Nikin Patel |
5,322,273 | 461,949 | 4,051 | 3,475,945 |
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2. Stockholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2016. The votes regarding this proposal were as follows:
For |
Against |
Abstained |
Broker Non-Votes | |||
9,165,284 |
90,803 | 8,131 | 0 |
3. Stockholders approved the Amended and Restated 2015 Long-Term Incentive Plan. The votes regarding this proposal were as follows:
For |
Against |
Abstained |
Broker Non-Votes | |||
5,137,321 |
623,435 | 27,517 | 3,475,945 |
4. Stockholders approved in a non-binding advisory vote on the compensation paid to the Companys named executive officers. The votes regarding this proposal were as follows:
For |
Against |
Abstained |
Broker Non-Votes | |||
4,721,805 |
1,038,039 | 28,429 | 3,475,945 |
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit No. | Description | |
10.1 | Juniper Pharmaceuticals, Inc. Amended and Restated 2015 Long-Term Incentive Plan |
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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.
JUNIPER PHARMACEUTICALS, INC. | ||
By: | /s/ George O. Elston | |
Name: | George O. Elston | |
Title: | Chief Financial Officer |
Date: July 28, 2016
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Exhibit Index
Exhibit No. |
Description | |
10.1 | Juniper Pharmaceuticals, Inc. Amended and Restated 2015 Long-Term Incentive Plan |