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

June 17, 2014



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

Adoption of Amendments to 2013 Equity Compensation Plan

On June 11, 2014, the Compensation Committee of the Board of Directors of Regado Biosciences, Inc. (the "Company") adopted amendments to the Company's 2013 Equity Compensation Plan (the "2013 Plan"), to provide for the issuance of up to 350,000 shares of the Company's common stock as "inducement awards" in accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules (the "Inducement Award Subplan"). Shares reserved for issuance under the Inducement Award Subplan may be granted only to an individual otherwise eligible to receive awards under the 2013 Plan that was not previously an employee or a non-employee director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual's entering into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. Grants under the Inducement Award Subplan shall be made pursuant to the form of award agreements previously adopted under the 2013 Plan. The Inducement Award Subplan was adopted without stockholder approval in reliance on the exception for "inducement awards" provided by Rule 5635(c)(4) of the NASDAQ Listing Rules. All 350,000 shares reserved for issuance under the Inducement Award Subplan are subject to stock options that have been granted to R. Don Elsey, the Company's Senior Vice President, Finance and Chief Financial Officer and Nicholas Pelliccione, the Company's Senior Vice-President, Regulatory Affairs and Quality Assurance pursuant to previously disclosed awards, and as a result, no shares remain available for future issuance under the Inducement Award Subplan.

The 2013 Plan, as amended to include the Inducement Award Subplan, is attached hereto as Exhibit 10.1, and the above description of the amendments to the 2013 Plan is qualified in its entirety by reference to such exhibit.

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

At the Company's annual meeting of stockholders on June 12, 2014, all proposals brought before the meeting and requiring approval were approved by the requisite vote, and the votes with respect to each proposal are set forth below.

(i) The stockholders elected three directors to serve as Class I directors for a three-year term expiring at the annual meeting of stockholders in 2017. The stockholders present in person or by proxy cast the following numbers of votes in connection with the election of director nominees:

Nominee Votes For Votes Withheld Broker Non-Votes David J. Mazzo, Ph.D. 17,462,440 26,262 10,457,687 Jesse Treu, Ph.D. 17,447,741 40,847 10,457,687 Andrew J. Fromkin 17,463,009 25,693 10,457,687



(ii) The stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2014. There were 27,738,027 votes cast for the proposal; 39,830 votes cast against the proposal; 168,418 votes abstained; and there were no broker non-votes.

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(iii) The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement for the 2014 annual meeting. There were 17,324,814 votes cast for the proposal; 149,312 votes cast against the proposal; 14,576 votes abstained; and there were 10,457,687 broker non-votes.

(iv) The stockholders approved a resolution adopting, on an advisory basis, every one (1) year as the preferred frequency of advisory stockholder votes on executive compensation. There were 17,328,808 votes cast for every "one" year, 6,202 votes cast for every "two" years, 65,598 votes cast for every "three" years; 88,094 votes abstained; and there were 10,457,687 broker non-votes.

In light of the stockholders' adoption of a resolution adopting every one (1) year as the preferred frequency of advisory stockholder votes on executive compensation, the Company has decided to include an advisory stockholder vote on the compensation of its named executive officers in its proxy materials each year, until the next required advisory vote on the frequency of stockholder votes on the compensation of named executive officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Regado Biosciences, Inc. 2013 Equity Compensation Plan, as amended to include the Inducement Award Subplan.



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Source: Edgar Glimpses


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