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TEARLAB CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 13, 2014



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

At our annual meeting of stockholders held on June 11, 2014, our stockholders approved the amendment and restatement of our 2002 Equity Incentive Plan, or Incentive Plan. Our board of directors approved the amendment and restatement of the Incentive Plan at a meeting held on February 2, 2014, and the Incentive Plan, as amended and restated, became effective following stockholder approval at the annual meeting as disclosed in Item 5.07 below.

Upon stockholder approval at the annual meeting, the Incentive Plan was amended to increase the shares reserved for issuance to 6,200,000 shares, to remove prospective service providers from the list of individuals eligible to participate in the Incentive Plan, to remove the limits on the number of awards that may be granted to an employee in a fiscal year, and to make certain other amendments to update the Incentive Plan.

A more complete description of the terms of the Incentive Plan and the material amendments and modifications thereto can be found in "Proposal No. 2 -Amendment of the 2002 Stock Incentive Plan" (pages 15 through 19) in our definitive proxy statement dated April 25, 2014 as filed with the Securities and Exchange Commission on April 25, 2014, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from our definitive proxy statement are qualified in their entirety by reference to the Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

At our annual meeting, our stockholders also approved the 2014 Employee Stock Purchase Plan, or ESPP. Our board of directors approved the ESPP at a meeting held on February 2, 2014, and the ESPP, became effective following stockholder approval at the annual meeting as disclosed in Item 5.07 below.

The ESPP provides eligible employees with an opportunity to purchase shares of TearLab's common stock through contributions, generally through payroll deductions.

A more complete description of the terms of the ESPP can be found in "Proposal No. 3-Approval of the 2014 Employee Stock Purchase Plan" (pages 20 through 22) in our definitive proxy statement dated April 25, 2014 as filed with the Securities and Exchange Commission on April 25, 2014, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from our definitive proxy statement are qualified in their entirety by reference to the ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

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

We held our Annual Meeting of Stockholders on June 11, 2014 to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on April 25, 2014. The final voting results from the meeting are set forth below.

Proposal 1: Election of Directors

Based on the following votes, the individuals named below were each elected to serve as our directors until our next annual meeting of stockholders.

Votes Name Votes For Withheld Broker Non-Votes Elias Vamvakas 24,848,763 278,156 4,698,573 Anthony E. Altig 25,042,861 84,058 4,698,573 Thomas N. Davidson, Jr. 24,158,355 968,564 4,698,573 Adrienne L. Graves 23,847,638 1,279,281 4,698,573 Paul M. Karpecki 25,042,641 84,278 4,698,573 Richard L. Lindstrom 23,851,379 1,275,540 4,698,573 Donald E. Rindell 24,886,166 240,753 4,698,573 Brock Wright 24,158,355 968,564 4,698,573

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Proposal 2: Approval Amendment and Restatement of the Company's 2002 Stock Incentive Plan

The results of the voting included 18,698,412 votes for, 5,319,813 votes against, 1,108,694 votes abstained, and no non-votes. The amendment and restatement was approved.

Proposal 3: Approval of the Company's 2014 Employee Stock Purchase Plan

The results of the voting included 25,005,254 votes for, 107,114 votes against, 14,551 votes abstained, and no non-votes. The ESPP was approved.

Proposal 4: Ratification of Selection of Independent Auditors

The results of the voting included 29,455,148 votes for, 352,909 votes against, and 17,435 votes abstained. The appointment was ratified.

Proposal 5: Advisory Vote on Executive Compensation

On an advisory basis, the compensation of our named executive officers as disclosed in our proxy statement was approved by our stockholders:

Votes For Votes Against Abstentions Broker Non-Votes 21,779,880 2,236,920 1,110,119 4,698,573



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 2002 Stock Incentive Plan, as amended and restated. 10.2 2014 Employee Stock Purchase Plan.



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Source: Edgar Glimpses


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