No fee required.
16, 2020
We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the 2020 Annual Meeting of Stockholders in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on the investors relations portion of our website at
https://investors.vocera.com, and we encourage you to check this website prior to the 2020 Annual Meeting of Stockholders if you plan to attend.2016 was a standout year for Vocera. Solid execution across our business drove strong financial performancethe broader healthcare community, and resulted in meaningful shareholder return. Acrosswe look forward to celebrating the Company, there were many notable accomplishments:
We begin 2017 on very solid financial footing with substantial backlog and deferred revenue, an expanded sales pipeline, and a more efficient operating structure. With the broadened platform and the increased strategic importance of improving communication in healthcare, we are excited about the growth potential of our business in 2017 and beyond. Our priorities in 2017 are to:
Thank you for your support and interest in Vocera’s success. As always, we value your ongoing participation and support of Vocera, and we are committed to delivering world-class solutions outperforming our peers and to creating sustainable long-term value for our shareholders.
Sincerely,
16, 2020
We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above and herein) or may decide to hold the 2020 Annual Meeting of Stockholders in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on the investors relations portion of our website at
https://investors.vocera.com, and we encourage you to check this website prior to the 2020 Annual Meeting of Stockholders if you plan to attend.such virtual-only meeting.
Corporate Secretary
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| APPENDIX A | | | |||||||
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i
ii
Rights
Stockholder of Record: Shares Registered in Your Name. If on April 13, 2017,8, 2020, your shares were registered directly in your name with Vocera’s transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting, or vote in advance through the Internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.
how to vote your shares. You may either vote “FOR” or “AGAINST” or “ABSTAIN” from voting for each of the nominees to the Board of Directors. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 4, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.
discharging its risk oversight duties and address risks inherent in their respective areas. Our Audit Committee assists our Board in fulfilling its oversight responsibilities relating to the company’s financial accounting, reporting and controls, legal and regulatory compliance and oversees the accounting and financial reporting processes of the company, the audits of the company’s financial statements by the independent auditors and our internal audit function and monitors the periodic reviews of the adequacy of such processes and systems of internal control. Our Governance and Nominating Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance. Our Compensation Committee assesses risks created by the incentives inherent in our compensation policies. See “Compensation Policies and Practices as they relate to Risk Management” under the Compensation Discussion and Analysis section elsewhere in this Proxy Statement for additional information. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our Board leadership structure supports this approach.
each member of our Compensation Committee meets the requirements for independence under the current New York Stock Exchange rules, is a non-employee director within the meaning of Section 16 of the Committee.Committee. Our Compensation Committee is comprised of Jeffrey H. Hillebrand,Michael Burkland, who is the chair of the Committee, Alexa King and John B. Grotting and Alexa King.Sharon L. O’Keefe. Our Board of Directors has determined thatSecurities Exchange Act, of 1934, and is an outside director within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee, among other things:boardBoard with respect to non-employee director compensation; and
The Compensation Committee has delegated in
Complaint Policy that is designed to provide a forum to which our employees, officers and directors may report violations or suspected violations of our company policies without fear of harassment, retaliation or adverse employment consequences. We also have adopted a Transparency in Supply Chains Act Transparency Statement that outlines our opposition to all forms of human trafficking and details the steps we take to ensure that slavery and human trafficking is not taking place in any of our supply chains or in any part of our business. The full text of our policies are posted on the investor relations section of our website atwww.vocera.com.
Since January 1, 2016, the following
Name of Director/Nominee | | | Age | | | Class | | | Principal Occupation | | | Director Since | |
| 58 | | | II | | | Chief Operating | | May 2019 | | |||
Howard E. Janzen* | | 66 | | | II | | | President and Chief Executive Officer, | | | May 2007 | | |
Alexa King | | 52 | | | II | | | Executive Vice President and General Counsel, | | | July 2016 |
Michael Burkland
John B. Grotting has served on our Board of Directors since February 2010. Since May 2010, Mr. Grotting has served as an operating partner for Frazier Healthcare Ventures, a provider of venture and growth equity capital to emerging biopharma, medical device and healthcare services companies. From January 2010 through April 2010, Mr. Grotting was an independent consultant. From 2006 to December 2009, Mr. Grotting served as
chief executive officer of Ascent Healthcare Solutions, Inc. (now Stryker Corporation), a medical device reprocessor. From February 2004 to December 2006, he served as chairman and chief executive officer of Alliance Medical Corporation (now Stryker Corporation), a medical device reprocessor. From May 1999 to December 2002, Mr. Grotting served as chairman and chief executive officer of Bridge Medical, Inc., a medical software company. Mr. Grotting also served in senior executive positions at Minnesota based Allina Health System and Oregon based Legacy Health System. Currently, Mr. Grotting serves on the board of directors of Universal Hospital Services, Vizient, Solis Mammography, Provista and HonorHealth. Mr. Grotting earned a B.A. degree in Economics from St. Olaf College and a Master’s degree in Hospital and Healthcare Management from the University of Minnesota. We believe Mr. Grotting should serve as a member of our Board of Directors based on his management and corporate governance experienceengineering with other healthcaretechnology companies.
director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this Board practice.
Not Standing for Election
Name of | | | Age | | | Class | | | Principal Occupation | | | Director Since | |
Class I Directors | | | | | | | | | | | | | |
| 57 | | | | Executive Chairman of the Board, Five9, Inc. | | | June 2016 | | ||||
Brent D. Lang | | 52 | | | I | | | Chairman, President and Chief Executive Officer | | | June 2013 | | |
Bharat Sundaram(2) | | | 42 | | | I | | | President and Chief Operating Officer, Vizient | | | May 2019 | |
Class III Directors | | | | | | | | | | | | | |
John N. McMullen | | 61 | | | III | | | Former Executive Vice President and Chief Financial Officer, 3D Systems | | | June 2011 | | |
Sharon L. | | 67 | | | III | | | President, University of Chicago Medical Center | | | March 2012 | |
Ronald A. Paulus(5) | 59 | | | III | | | Strategic Advisor, HCA Healthcare and former President and Chief Executive Officer, Mission Health | | | July 2018 | |
Jeffrey H. Hillebrand
Robert J. Zollars has served as our Chairman and Director since June 2014. From June 2013 to May 2014, he served as our Executive Chairman of the Board. For the period June 2007 through May 2013 he was our Chairman and Chief Executive Officer. Since November 2014, Mr. Zollars has served as an operating partner
for Frazier Healthcare Partners, a provider of growth equity capital to emerging healthcare companies. From May 2006 to May 2007, he served as Chief Executive Officer of Wound Care Solutions, Inc., an operator of outsourced chronic wound care centers. From June 1999 to March 2006, Mr. Zollars served as Chief Executive Officer and Chairman of the Board of Directors of Neoforma, Inc., a healthcare technology company. From January 1997 to June 1999, Mr. Zollars served as Executive Vice President and Group President of Cardinal Health, Inc., a supplier of health care products and services, where he was responsible for five wholly-owned subsidiaries. From 1985 to 1997, Mr. Zollars served as a Division President of four different operating units at Baxter International, Inc., a medical instrument and supply company. From 1979 to 1985, Mr. Zollars served as Area Vice President and in various other capacities at American Hospital Supply Corporation, a medical supply company, which was acquired by Baxter International in 1985. Since December 2013, Mr. Zollars has served on the Board of Directors of Five9, Inc. a SaaS based software company serving call centers. Since February 2005, Mr. Zollars has served on the Board of Directors of Diamond Foods, Inc. a snack foods company and as its Chairman from February 2012 until its sale to Snyder’s Lance in March 2016. Since May 2004, he has also served on the Board of Directors of VWR International, LLC, a life science supplier of scientific products. Since January of 2015, Mr. Zollars served as Executive Chairman of Leiter’s Pharmacy Compounding, a specialty compounding pharmacy. Since November 2015, Mr. Zollars has served on the Board of Directors of Kate Farms, a plant based food company serving the consumer and medical markets. Since March 2017, Mr. Zollars has served on the Board of Directors of Change Healthcare, a HCIT company. Mr. Zollars graduated magna cum laude with a B.S. degree in Marketing from Arizona State University, where he is now a Trustee and earned an M.B.A. degree in Finance from John F. Kennedy University. Mr. Zollars is a Board Leadership Fellow with the National Association of Corporate Directors. We believe Mr. Zollars should continue to serve as our Chairman of our Board of Directors based on his previous experience on our Board of Directors and as our Chief Executive Officer, as well as his over thirty years of experience in the healthcare and technology industries.
John N. McMullen has served on our Board of Directors since June 2011. In July 2016,September 2019, Mr. McMullen was named Executive Vice Presidentretired from his position as executive vice president and Chief Financial Officerchief financial officer for 3D Systems.Systems, which he had held since July 2016. Prior to his position with 3D Systems, Mr. McMullen was the Executive Vice Presidentexecutive vice president and Chief Financial Officerchief financial officer of Kodak from June 2014 to June 2016. From March 2007 to July 2013, Mr. McMullen served as the Senior Vice Presidentsenior vice president and Treasurertreasurer of Hewlett-Packard Company, an electronics and information technology company. From May 2002 to March 2007, he served as Vice Presidentvice president of Financefinance for Hewlett-Packard’s Imagingimaging and Printing Group.printing group. From June 1998 to May 2002, Mr. McMullen held a variety of executive positions with Compaq Computer Corporation, (now a division of Hewlett-Packard), including Vice Presidentvice president of Financefinance and Strategy, Vice Presidentstrategy, vice president of Financefinance (North America Sales and Services) and Directordirector of Finance.finance. Over a seventeen yearseventeen-year period, Mr. McMullen held a variety of finance positions with Digital Equipment Corporation, a computer manufacturer. Mr. McMullen earned a B.A. degree in Finance from the University of Massachusetts. We believe Mr. McMullen should serve as a member of our Board of Directors based on his extensive corporate management experience.
compensation for 2019.
2016,2019, the Compensation CommitteeBoard approved the annual equity grant to non-employee directors effective June 1, 2016May 31, 2019 of a number of restricted stock units calculated as $125,000$145,000 divided by the average daily closing price of our common stock as reported by the New York Stock Exchange during May 20162019 (rounded down to the nearest share). Each restricted stock unit will vest in full on June 1 of the next calendar year after the year of the award, subject to the director’s continuous service through such vesting date, and will automatically vest in full upon a change of control of our company.In 2016, Equity Awards for new
Board or (ii) $400,000 in value in any other calendar year.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total(2) ($) | | |||||||||
Michael Burkland | | | | | 43,750 | | | | | | 140,216 | | | | | | 183,966 | | |
Julie Iskow | | | | | 22,750 | | | | | | 140,216 | | | | | | 162,966 | | |
Howard E. Janzen | | | | | 57,500 | | | | | | 140,216 | | | | | | 197,716 | | |
Alexa King | | | | | 48,000 | | | | | | 140,216 | | | | | | 188,216 | | |
John N. McMullen | | | | | 55,000 | | | | | | 140,216 | | | | | | 195,216 | | |
Sharon L. O’Keefe | | | | | 39,500 | | | | | | 140,216 | | | | | | 179,716 | | |
Ronald A. Paulus | | | | | 38,750 | | | | | | 140,216 | | | | | | 178,966 | | |
Bharat Sundaram | | | | | 22,750 | | | | | | 140,216 | | | | | | 162,966 | | |
Jeffrey H. Hillebrand(3) | | | | | 18,750 | | | | | | — | | | | | | 18,750 | | |
John B. Grotting(4) | | | | | 18,333 | | | | | | — | | | | | | 18,333 | | |
Name | | | Option Awards | | | Stock Awards | | ||||||
Michael Burkland | | | | | — | | | | | | 4,333 | | |
Julie Iskow | | | | | — | | | | | | 4,333 | | |
Howard E. Janzen | | | | | — | | | | | | 4,333 | | |
Alexa King | | | | | — | | | | | | 4,333 | | |
John McMullen | | | | | 13,714 | | | | | | 4,333 | | |
Sharon L. O’Keefe | | | | | 9,333 | | | | | | 4,333 | | |
Ronald A. Paulus | | | | | — | | | | | | 4,333 | | |
Bharat Sundaram | | | | | — | | | | | | 4,333 | | |
Jeffrey H. Hillebrand(3) | | | | | — | | | | | | — | | |
John B. Grotting(4) | | | | | — | | | | | | — | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | |||||||||
Brian D. Ascher(3) | 34,250 | 129,044 | 163,294 | |||||||||
Mike Burkland | 23,042 | 206,471 | 229,513 | |||||||||
John B. Grotting | 43,500 | 129,044 | 172,544 | |||||||||
Jeffrey H. Hillebrand | 41,000 | 129,044 | 170,044 | |||||||||
Howard E. Janzen | 41,417 | 129,044 | 170,461 | |||||||||
Alexa King | 16,667 | 219,232 | 235,899 | |||||||||
John N. McMullen | 46,500 | 129,044 | 175,544 | |||||||||
Hany M. Nada(4) | 17,500 | — | 17,500 | |||||||||
Sharon L. O'Keefe | 33,750 | 129,044 | 162,794 | |||||||||
Robert J. Zollars | 56,000 | 129,044 | 185,044 |
Name | Option Awards | Stock Awards | ||||||
Mike Burkland | — | 17,632 | ||||||
John B. Grotting | — | 11,020 | ||||||
Jeffrey H. Hillebrand | — | 11,020 | ||||||
Howard E. Janzen | — | 11,020 | ||||||
Alexa King | — | 14,803 | ||||||
John N. McMullen | 27,428 | 11,020 | ||||||
Sharon L. O'Keefe | 33,333 | 11,020 | ||||||
Robert J. Zollars | 771,593 | 11,020 |
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOURTHREE NOMINATED DIRECTORS.
Fees Billed to Vocera | | | Fiscal Year 2019 | | | Fiscal Year 2018 | | ||||||
Audit fees(1) | | | | $ | 1,402,844 | | | | | $ | 1,565,491 | | |
Audit-related fees | | | | | — | | | | | | — | | |
Tax fees(2) | | | | $ | 38,980 | | | | | $ | 47,651 | | |
All other fees | | | | | — | | | | | | — | | |
Total fees | | | | $ | 1,441,824 | | | | | $ | 1,613,142 | | |
Fees Billed to Vocera | Fiscal Year 2016 | Fiscal Year 2015 | ||||||
Audit fees(1) | $ | 958,827 | $ | 818,000 | ||||
Audit related fees(2) | 47,000 | — | ||||||
Tax fees(3) | 43,835 | 2,408 | ||||||
All other fees | — | — | ||||||
Total fees | $ | 1,049,662 | $ | 820,408 |
| Plan Term: | | | June 5, 2020 (subject to approval by stockholders) to March 22, 2030 | |
| Eligible Participants: | | | Only employees, including officers and directors who are also employees, are eligible to receive grants of incentive stock options. All other awards may be granted to any of our employees, directors, consultants, and independent contractors, provided that the grantee renders bona fide services to us. Our Compensation Committee determines which individuals will participate in the Plan. As of March 31, 2020, there are approximately 665 employees and eight non-employee directors who are eligible to participate in the Plan. | |
| Shares Authorized: | | | If the Plan is approved, there will be Three Hundred Thousand (300,000) shares authorized under the Plan, subject to adjustment only to reflect stock splits and similar events. In addition, the following shares are available for grant under the Plan: (a) are subject to issuance upon exercise of a stock option or stock appreciation right granted under the Plan but which cease to be subject to the option or stock appreciation right for any reason other than exercise of the stock option or stock appreciation right; (b) are subject to awards granted under the Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to awards granted under the Plan that otherwise terminate without such shares being issued; (d) shares surrendered pursuant to an Exchange Program and (e) shares surrendered to satisfy the withholding provisions for restricted stock or restricted stock units. Shares used to pay the exercise price of an option or a stock appreciation right or to satisfy the tax withholding obligations related to an option or stock appreciation right will not become available for future grant or sale under the Plan. Any (i) reserved shares not issued or subject to outstanding awards granted under the 2012 Plan on the effective date of the Plan, (ii) shares that are subject to stock options or other awards granted under the 2012 Plan that cease to be subject to such stock options or other awards on and after the effective date, (iii) shares issued under the 2012 Plan before or after the effective date pursuant to the exercise of stock options that are, after the effective date, forfeited, (iv) shares issued under the 2012 Plan that are repurchased by the Company at or below the original issue price will also become available for grant under the Plan and (v) shares issued under the 2012 Plan that are used to satisfy the tax withholding obligations under a restricted stock unit award. Shares that otherwise become available for grant and issuance because of the above provisions shall not include shares subject to awards that initially became available because of the substitution of awards. | |
| Award Types: | | | (1) Non-qualified and incentive stock options (2) Restricted stock awards (3) Stock bonus awards (4) Stock appreciation rights (5) Restricted stock units (6) Performance awards | |
| Limits on Awards: | | | No more than 1,000,000 shares may be granted to any individual under the Plan during any calendar year, other than new employees, who are eligible to receive up to 2,000,000 shares in the calendar year during which they begin employment. | |
| Vesting: | | | Vesting schedules are determined by our Compensation Committee when each award is granted. However, in no event shall any award have a vesting schedule pursuant to which such awards vest in less than 12 months from the date of grant (or 360 days if necessary for administrative convenience); provided, however, that up to five (5%) of shares available under the Plan may provide for vesting in less than 12 months. Options generally vest over four years, other than options for our non-employee director stock which vest in full on the one-year anniversary of the date of grant. Restricted stock units generally vest over three years and restricted stock amounts granted only to non-employee directors generally vest in full on the one-year anniversary of the date of grant. | |
| Award Terms: | | | Stock options have a term of ten years from the date the options were granted, except in the case of incentive stock options granted to holders of more than 10% of our voting power, which have a term no longer than five years. Stock appreciation rights have a term of ten years from the date they were granted. | |
| Terms applicable to Stock Options and Stock Appreciation Rights | | | The exercise price of grants made under the Plan of stock options or stock appreciation rights may not be less than the fair market value (the closing price of our common stock on the date of grant, and if that is not a trading day, the closing price of our common stock on the trading day immediately after the date of grant) of our common stock. On the record date, the closing price of our common stock was $21.41 per share. Our Compensation Committee determines at the time of grant the other terms and conditions applicable to such award, including vesting and exercisability. | |
| Terms applicable to Restricted Stock Awards, Restricted Stock Unit Awards, Performance Shares, Performance Units and Stock Bonus Awards | | | Our Compensation Committee determines the terms and conditions applicable to the granting of restricted stock awards, restricted stock unit awards, performance shares, performance units and stock bonus awards. Our Compensation Committee may make the grant, issuance, retention and/or vesting of restricted stock awards, restricted stock unit awards, performance shares, performance units and stock bonus awards contingent upon continued employment with us, the passage of time, or such performance criteria and the level of achievement versus such criteria as it deems appropriate. Awards of performance shares or performance units may be settled in shares or in cash. | |
| Repricing Prohibited: | | | Repricing, or reducing the exercise price of outstanding options or stock appreciation rights, is prohibited without stockholder approval under the Plan. Such prohibited repricing includes substituting, or exchanging outstanding options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights, unless approved by stockholders. | |
| Limited Recycling Provisions: | | | Shares surrendered to satisfy the withholding provisions for restricted stock or restricted stock units will be available for further grant under the Plan. | |
| Prohibition on Dividend Payments on Unvested Shares: | | | Shares of common stock subject to unvested awards shall not be eligible for payment of dividends. | |
| CEO stock holding requirements: | | | Shares acquired (net of taxes) under the Plan by our CEO upon exercise of a stock option or vesting of a full-value equity award such as restricted stock or a restricted stock unit will be held for at least 12 months from the exercise or vest date. We adopted this policy to further align our CEO’s interests with the long-term interests of our stockholders. | |
| Director Awards: | | | Non-employee directors may not receive an award of more than (i) $600,000 in value of shares of common stock in the year of any such director’s initial appointment to the Board, or (ii) $400,000 in value of shares of common stock in any other calendar year. | |
Name and Position | | | Dollar Value | | |||
Non-Employee Director Group (8 persons) | | | | $ | 145,000(1) | | |
Name | | | Number of Options Granted | | | Number of Shares of Restricted Stock Units Granted | | ||||||
Brent D. Lang, President and Chief Executive Officer | | | | | — | | | | | | — | | |
Justin R. Spencer, Chief Financial Officer | | | | | — | | | | | | — | | |
Paul T. Johnson, Executive Vice President of Sales and Services | | | | | — | | | | | | — | | |
M. Bridget Duffy, Chief Medical Officer | | | | | — | | | | | | — | | |
Douglas A. Carlen, Vice President, Legal and General Counsel | | | | | — | | | | | | — | | |
All current executive officers as a group (5 persons) | | | | | — | | | | | | — | | |
All current non-employee directors as a group (8 persons) | | | | | — | | | | | | — | | |
All employees, excluding current executive officers | | | | | — | | | | | | — | | |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage | | ||||||
5% or greater stockholders | | | | | | | | | | | | | |
Brown Capital Management, LLC(1) | | | | | 5,399,806 | | | | | | 17.0% | | |
Conestoga Capital Advisors, LLC(2) | | | | | 3,299,664 | | | | | | 10.4% | | |
Alger Associates, Inc. (3) | | | | | 3,077,242 | | | | | | 9.7% | | |
Blackrock, Inc.(4) | | | | | 2,369,703 | | | | | | 7.5% | | |
Clearbridge Investments, LLC(5) | | | | | 1,635,704 | | | | | | 5.1% | | |
The Vanguard Group(6) | | | | | 1,624,833 | | | | | | 5.1% | | |
Named Executive Officers, Directors and Director Nominees | | | | | | | | | | | | | |
Michael Burkland | | | | | 28,517 | | | | | | * | | |
Douglas A. Carlen | | | | | 22,631 | | | | | | * | | |
M. Bridget Duffy(7) | | | | | 7,500 | | | | | | * | | |
Julie Iskow | | | | | — | | | | | | | | |
Howard E. Janzen | | | | | 44,381 | | | | | | * | | |
Paul T. Johnson(8) | | | | | 118,041 | | | | | | * | | |
Alexa King | | | | | 25,688 | | | | | | * | | |
Brent D. Lang(9) | | | | | 481,119 | | | | | | 1.5% | | |
John N. McMullen | | | | | 20,950 | | | | | | * | | |
Sharon L. O’Keefe(10) | | | | | 47,060 | | | | | | * | | |
Ronald A. Paulus | | | | | 3,774 | | | | | | * | | |
Justin R. Spencer | | | | | 78,057 | | | | | | — | | |
Bharat Sundaram | | | | | — | | | | | | * | | |
| | | | | | | | | | | * | | |
All officers and directors as a group (13 persons)(11) | | | | | 877,718 | | | | | | 2.7% | | |
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage | ||||||
5% or greater stockholders: | ||||||||
Brown Capital Management LLC(1) | 4,303,558 | 15.4 | % | |||||
Blackrock, Inc.(2) | 2,041,772 | 7.3 | % | |||||
Officer and directors: | ||||||||
Michael Burkland | — | |||||||
John B. Grotting(3) | 65,193 | * | ||||||
Jeffrey H. Hillebrand | 65,193 | * | ||||||
Howard E. Janzen(4) | 47,981 | * | ||||||
Paul T. Johnson(5) | 159,792 | * | ||||||
Alexa King | — | |||||||
Brent D. Lang(6) | 488,786 | 1.7 | % | |||||
John N. McMullen(7) | 57,288 | * | ||||||
Sharon L. O'Keefe(8) | 57,155 | * | ||||||
Justin R. Spencer(9) | 76,445 | * | ||||||
Robert J. Zollars(10) | 745,685 | 2.6 | % | |||||
All officers and directors as a group (13 persons)(11) | 1,822,341 | 6.3 | % |
* Represents beneficial ownership of less than 1% |
Prior to the preparation of our proxy statement for the meeting, we solicited feedback from stockholders of a substantial portion of our outstanding shares regarding executive compensationof common stock.
its closest comparable GAAP measure.
| WHAT WE DO | | | WHAT WE DO NOT DO | |
| ☑ Pay for Performance: We link pay to performance and stockholder interests by heavily weighting total compensation to long-term equity awards that align executive interests with our stockholders and encourage retention. | | | ☒ No Single Trigger Acceleration: We do not provide for single trigger acceleration of equity awards following a change of control. | |
| ☑ Linkage Between Bonus and Performance Measures: Our cash bonus program allows our executives to earn a target cash bonus only if specified performance metrics are met. | | | ☒ No Guaranteed Bonuses; Bonus Payout Caps: We do not provide guaranteed minimum bonus amounts, and maximum payout levels apply to all amounts payable under the executive bonus plans. | |
| ☑ Independent Compensation Advisor: The Compensation Committee selects and engages its own independent advisors. | | | ☒ No Special Perquisites: We do not provide special perquisites for executives. | |
| ☑ Thoughtful Peer Group Analysis: The Compensation Committee reviews external market data when making compensation decisions and annually reviews our peer groups with its independent compensation consultant. | | | ☒ No Hedging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. | |
| WHAT WE DO | | | WHAT WE DO NOT DO | |
| ☑ Thorough Compensation Risk Assessment: The Compensation Committee conducts an annual assessment of our executive and broad-based compensation programs to ensure prudent risk management. | | | ☒ No Discounted Options/SARs or Option Repricing: We do not provide discounted stock options or stock appreciation rights, and we do not reprice underwater stock options. | |
| ☑ Compensation Committee Independence and Experience: The Compensation Committee is comprised solely of independent directors who have extensive experience. | | | ☒ No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.” | |
| ☑ Stock Ownership Guidelines: Our non-executive directors are subject to stock ownership guidelines equal to a value of not less than five times the then annual cash retainer for general board service, and our chief executive officer is subject to stock ownership guidelines equal to a value of not less than six times his then annual base salary. | | | ☒ No Service-Based Defined Benefit Pension Plan or Other Similar Benefits: We do not maintain a pension plan or provide other similar benefits. | |
| ☑ Recoupment Policy: In April 2018, our Board of Directors adopted a clawback provision that provides our Board with the authority to recoup past incentive compensation (both cash and equity) paid to an executive officer in the event of a material restatement of our company’s financial results due to fraud or intentional misconduct of that executive officer. | | |
| Aerohive Networks* | | | HealthStream, Inc. | |
| AppFolio, Inc. | | | LivePerson Inc. | |
| Carbonite, Inc. | | | MobileIron, Inc. | |
| Castlight Health, Inc. | | | Model N, Inc. | |
| Computer Programs and Systems, Inc. | | | Omnicell, Inc. | |
| Control4 | | | Rapid7, Inc. | |
| Evolent Health, Inc. | | | Tabula Rasa HealthCare* | |
| Five9, Inc. | | | Workiva Inc. | |
| Apptio Inc. | | | MINDBODY, Inc. | |
Name | | | Target Bonus (as % of Base Salary) | | | Target Bonus Amount ($) | | ||||||
Brent D. Lang | | | | | 100% | | | | | | 500,000 | | |
Justin R. Spencer | | | | | 60% | | | | | | 212,400 | | |
Paul T. Johnson | | | | | 36% | | | | | | 127,440 | | |
M. Bridget Duffy | | | | | 25% | | | | | | 85,250 | | |
Douglas A. Carlen | | | | | 40% | | | | | | 115,600 | | |
For 2016,2019, the payment of cash bonuses was based on the achievement of a revenue target, with the bonus calculation being further conditioned on achievement of an adjusted EBITDA threshold. OurThis structure is based on our Compensation Committee and Board determineddecision that the most important factor in increasing stockholder value in 20162019 was growth of our revenue. The Compensation Committee further determined that the inclusion of an earnings metric, such as the adjusted EBITDA threshold, would help to ensure that revenue growth was sought in a fiscally prudent manner. These revenue and adjusted EBITDA measures are provided below and were established by the Compensation Committee based on the corresponding amounts in the annual financial plan approved by the Board of Directors.
Executives were eligible to receive the bonuses in two payments, based on company performance against the targets in the first and second half of the year. Additionally, the cash bonus amounts are capped at 75% of target if adjusted EBITDA fell below the threshold levels for each half of the year.
| | | | H1 Target | | | H1 Threshold | | | H1 Actual | | | Attainment | | | H2 Target | | | H2 Threshold | | | H2 Actual | | | Attainment | |
| Revenue | | | $80.4 million | | | — | | | $80.1 million | | | 99.6% | | | $113.4 million | | | — | | | $100.4 million | | | 88.6% | |
| Adjusted EBITDA | | | — | | | ($6.4 million) | | | $0.4 million | | | Met | | | — | | | $17.3 million | | | $16.5 million | | | Not Met | |
Name | Cash Bonus at Minumum Threshold(2) | Cash Bonus at Target(2) | Cash Maximum Bonus(2) | Cash Actual Bonus | ||||||||||||
Brent D. Lang | $ | 80,000 | $ | 400,000 | $ | 800,000 | $ | 694,262 | ||||||||
Justin R. Spencer | 36,300 | 181,500 | 363,000 | 315,021 | ||||||||||||
Paul T. Johnson(1) | 21,780 | 108,900 | 217,800 | 189,012 |
Equity-based compensation aligns2019. For the interestssecond half of 2019, as the actual revenue was below the minimum threshold, no cash bonuses were earned for such period.
Name | | | Cash Bonus at Minimum Threshold ($) | | | Cash Bonus at Target ($) | | | Cash Maximum Bonus ($) | | | Cash Actual Bonus ($) | | ||||||||||||
Brent D. Lang | | | | | 100,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 241,745 | | |
Justin R. Spencer | | | | | 42,480 | | | | | | 212,400 | | | | | | 424,800 | | | | | | 102,693 | | |
Paul T. Johnson (1) | | | | | 25,488 | | | | | | 127,440 | | | | | | 254,880 | | | | | | 61,616 | | |
M. Bridget Duffy (2) | | | | | 17,050 | | | | | | 85,250 | | | | | | 170,500 | | | | | | 41,218 | | |
Douglas A. Carlen | | | | | 23,120 | | | | | | 115,600 | | | | | | 231,200 | | | | | | 55,891 | | |
Named Executive Officer | | | Number of Shares Subject to RSU Award(1) (#) | | | Grant Date Fair Value of RSU Award(2) ($) | | ||||||
Brent D. Lang | | | | | 89,659 | | | | | | 2,901,365 | | |
Justin R. Spencer | | | | | 29,886 | | | | | | 967,111 | | |
Paul T. Johnson | | | | | 29,886 | | | | | | 967,111 | | |
M. Bridget Duffy | | | | | 22,414 | | | | | | 725,317 | | |
Douglas A. Carlen | | | | | 22,414 | | | | | | 725,317 | | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
Brent D. Lang President and Chief Executive Officer | | | | | 2019 | | | | | | 500,000 | | | | | | — | | | | | | 2,901,365 | | | | | | 241,745 | | | | | | 3,643,110 | | |
| | | 2018 | | | | | | 505,538(1) | | | | | | — | | | | | | 3,072,978 | | | | | | 433,546 | | | | | | 4,012,062 | | | ||
| | | 2017 | | | | | | 408,000 | | | | | | — | | | | | | 2,637,022 | | | | | | 453,211 | | | | | | 3,498,233 | | | ||
Justin R. Spencer Chief Financial Officer | | | | | 2019 | | | | | | 354,000 | | | | | | — | | | | | | 967,111 | | | | | | 102,693 | | | | | | 1,423,804 | | |
| | | 2018 | | | | | | 363,926(1) | | | | | | 5,000(4) | | | | | | 1,024,308 | | | | | | 184,170 | | | | | | 1,577,405 | | | ||
| | | 2017 | | | | | | 336,667 | | | | | | — | | | | | | 896,590 | | | | | | 224,405 | | | | | | 1,457,662 | | | ||
Paul T. Johnson Executive Vice President of Sales and Services | | | | | 2019 | | | | | | 354,000 | | | | | | — | | | | | | 967,111 | | | | | | 131,187(5) | | | | | | 1,452,298 | | |
| | | 2018 | | | | | | 349,333 | | | | | | — | | | | | | 1,024,308 | | | | | | 192,404(5) | | | | | | 1,566,046 | | | ||
| | | 2017 | | | | | | 336,667 | | | | | | — | | | | | | 896,590 | | | | | | 223,670(5) | | | | | | 1,456,927 | | | ||
M. Bridget Duffy Chief Medical Officer | | | | | 2019 | | | | | | 341,000 | | | | | | — | | | | | | 725,317 | | | | | | 142,603(6) | | | | | | 1,208,920 | | |
| | | 2018 | | | | | | 351,935(1) | | | | | | — | | | | | | 768,231 | | | | | | 146,722(6) | | | | | | 1,266,887 | | | ||
| | | 2017 | | | | | | 325,333 | | | | | | — | | | | | | 632,874 | | | | | | 169,343(6) | | | | | | 1,127,550 | | | ||
Douglas A. Carlen Vice President, Legal and General Counsel | | | | | 2019 | | | | | | 289,000 | | | | | | — | | | | | | 725,317 | | | | | | 55,891 | | | | | | 1,070,209 | | |
| | | 2018 | | | | | | 289,751(1) | | | | | | 5,000(4) | | | | | | 768,231 | | | | | | 100,236 | | | | | | 1,163,218 | | | ||
| | | 2017 | | | | | | 276,000 | | | | | | — | | | | | | 632,874 | | | | | | 122,323 | | | | | | 1,031,198 | | |
Name and Principal Position | Year | Salary | Stock Awards(1) | Non-equity Incentive Plan Compensation(2) | Total | |||||||||||||||
Brent D. Lang | 2016 | $ | 400,000 | $ | 2,064,731 | $ | 694,262 | $ | 3,158,993 | |||||||||||
President and Chief Executive Officer | 2015 | 400,000 | 1,906,125 | 552,697 | 2,858,822 | |||||||||||||||
Justin R. Spencer | 2016 | 330,000 | 774,277 | 315,021 | 1,419,298 | |||||||||||||||
Chief Financial Officer | 2015 | 330,000 | 684,243 | 250,786 | 1,265,029 | |||||||||||||||
Paul T. Johnson | 2016 | 330,000 | 702,015 | 289,458 | (3) | 1,321,473 | ||||||||||||||
Executive Vice President of Sales and Services | 2015 | 330,000 | 684,243 | 228,506 | (3) | 1,242,749 |
| | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Number of Shares of Restricted Stock Units (#)(2) | | | Grant Date Fair Value of Restricted Stock Unit Awards ($)(3) | | ||||||||||||||||||||||||
Name | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||||||||||
Brent D. Lang | | | | | | | | | | | 100,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 89,659 | | | | | | 2,901,365 | | |
Justin R. Spencer | | | | | | | | | | | 42,480 | | | | | | 212,400 | | | | | | 424,800 | | | | | ||||||||||
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 29,886 | | | | | | 967,111 | | |
Paul T. Johnson | | | | | | | | | | | 25,488 | | | | | | 127,440 | | | | | | 254,880 | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 29,886 | | | | | | 967,111 | | |
M. Bridget Duffy | | | | | | | | | | | 17,050 | | | | | | 85,250 | | | | | | 170,500 | | | | | ||||||||||
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 22,414 | | | | | | 725,317 | | |
Douglas A. Carlen | | | | | | | | | | | 23,120 | | | | | | 115,600 | | | | | | 231,200 | | | | | | ��� | | | | | | | | |
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 22,414 | | | | | | 725,317 | | |
2019
| | | RESTRICTED STOCK UNIT AWARDS(1) | | | OPTION AWARDS(2)(3) | | ||||||||||||||||||||||||||||||||||||
Name | | | Award Grant Date | | | Number of RSU Shares That Have Not Vested (#) | | | Market Value of RSU Shares That Have Not Vested ($)(4) | | | Shares Underlying Unexercised Options – Exercisable (#) | | | Shares Underlying Unexercised Options – Unexercisable (#) | | | Option Exercise Price ($)(5) | | | Option Expiration Date | | |||||||||||||||||||||
Brent D. Lang | | | | | 5/31/2013 | | | | | | | | | | | | | | | | | | 109,896 | | | | | | — | | | | | | 14.76 | | | | | | 5/31/2023 | | |
| | | | | 6/1/2014 | | | | | | | | | | | | | | | | | | 157,699 | | | | | | — | | | | | | 12.92 | | | | | | 6/1/2024 | | |
| | | | | 6/1/2017 | | | | | | 32,635 | | | | | | 677,503 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 77,254 | | | | | | 1,603,793 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 89,659 | | | | | | 1,861,321 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Justin R. Spencer | | | | | 9/2/2014 | | | | | | | | | | | | | | | | | | 20,000 | | | | | | — | | | | | | 9.01 | | | | | | 9/1/2024 | | |
| | | | | 6/1/2017 | | | | | | 11,096 | | | | | | 230,353 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 25,751 | | | | | | 534,591 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 29,886 | | | | | | 620,433 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Paul T. Johnson | | | | | 11/1/2013 | | | | | | | | | | | | | | | | | | 60,000 | | | | | | — | | | | | | 17.31 | | | | | | 11/1/2023 | | |
| | | | | 6/1/2014 | | | | | | | | | | | | | | | | | | 18,552 | | | | | | — | | | | | | 12.92 | | | | | | 6/1/2024 | | |
| | | | | 6/1/2017 | | | | | | 11,096 | | | | | | 230,353 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 25,751 | | | | | | 534,591 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 29,886 | | | | | | 620,433 | | | | | | | | | | | | | | | | | | | | | | | | | | |
M. Bridget Duffy | | | | | 5/31/2012 | | | | | | | | | | | | | | | | | | 7,500 | | | | | | — | | | | | | 24.15 | | | | | | 5/31/2022 | | |
| | | | | 6/1/2017 | | | | | | 7,833 | | | | | | 162,613 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 19,313 | | | | | | 400,938 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 22,414 | | | | | | 465,315 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Douglas A. Carlen | | | | | 6/1/2017 | | | | | | 7,833 | | | | | | 162,613 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 19,313 | | | | | | 400,938 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 22,414 | | | | | | 465,315 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted Stock Awards(1) | Option Awards(2)(3) | |||||||||||||||||||||||||||
Name | Award Grant Date | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($) | Shares Exercisable (#) | Shares Unexercisable (#) | Award Exercise Price(4) ($) | Award Expiration Date | |||||||||||||||||||||
Brent D. Lang | 67,000 | (5) | — | 5.04 | 5/5/2021 | |||||||||||||||||||||||
47,500 | (5) | 24.15 | 5/31/2022 | |||||||||||||||||||||||||
141,298 | (5) | 16,430 | 14.76 | 5/31/2023 | ||||||||||||||||||||||||
98,562 | (5) | 59,137 | 12.92 | 6/1/2024 | ||||||||||||||||||||||||
6/1/2014 | 22,159 | 409,720 | ||||||||||||||||||||||||||
6/1/2015 | 115,839 | 2,141,863 | ||||||||||||||||||||||||||
6/1/2016 | 176,322 | 3,260,194 | ||||||||||||||||||||||||||
Justin R. Spencer | 33,333 | 41,667 | 9.01 | 9/1/2024 | ||||||||||||||||||||||||
9/2/2014 | 19,000 | 351,310 | ||||||||||||||||||||||||||
6/1/2015 | 41,583 | 768,870 | ||||||||||||||||||||||||||
6/1/2016 | 66,121 | 1,222,577 | ||||||||||||||||||||||||||
Paul T. Johnson | — | — | 46,537 | 13,463 | 17.31 | 11/1/2023 | ||||||||||||||||||||||
— | — | 46,382 | (5) | 27,829 | 12.92 | 6/1/2024 | ||||||||||||||||||||||
6/1/2014 | 10,428 | 192,814 | ||||||||||||||||||||||||||
6/1/2015 | 41,583 | 768,870 | ||||||||||||||||||||||||||
6/1/2016 | 59,950 | 1,108,476 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | ||||||||||||
Brent D. Lang | | | | | 52,332 | | | | | | 1,140,483 | | | | | | 130,031 | | | | | | 4,193,500 | | |
Justin R. Spencer | | | | | 20,000 | | | | | | 490,350 | | | | | | 46,011 | | | | | | 1,483,855 | | |
Paul T. Johnson | | | | | 18,553 | | | | | | 481,636 | | | | | | 43,954 | | | | | | 1,417,517 | | |
M. Bridget Duffy | | | | | 31,545 | | | | | | 560,239 | | | | | | 32,182 | | | | | | 1,037,870 | | |
Douglas A. Carlen | | | | | — | | | | | | — | | | | | | 35,994 | | | | | | 1,061,043 | | |
| | | | | | | | | | | | | | | Value of Accelerated Equity Awards | | | ||||||||||||||
Name | | | Cash Severance ($) | | | Benefit Continuation ($) | | | Stock Awards(1) ($) | | | Option Awards(2) ($) | | | Total ($) | | |||||||||||||||
Brent D. Lang | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 1,000,000 | | | | | | 34,715 | | | | | | 2,099,646 | | | | | | — | | | | | | 3,134,360 | | |
Within Change of Control Period | | | | | 1,500,000 | | | | | | 52,072 | | | | | | 4,142,616 | | | | | | — | | | | | | 5,694,689 | | |
Justin R. Spencer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 265,500 | | | | | | 18,129 | | | | | | 704,387 | | | | | | — | | | | | | 988,016 | | |
Within Change of Control Period | | | | | 566,400 | | | | | | 24,172 | | | | | | 1,385,377 | | | | | | — | | | | | | 1,975,949 | | |
Paul T. Johnson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 265,500 | | | | | | 25,819 | | | | | | 704,387 | | | | | | — | | | | | | 995,706 | | |
Within Change of Control Period | | | | | 481,440 | | | | | | 34,425 | | | | | | 1,385,377 | | | | | | — | | | | | | 1,901,242 | | |
M. Bridget Duffy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 170,500 | | | | | | 17,213 | | | | | | 518,128 | | | | | | — | | | | | | 705,841 | | |
Within Change of Control Period | | | | | 319,688 | | | | | | 25,819 | | | | | | 514,433 | | | | | | — | | | | | | 859,939 | | |
Douglas A. Carlen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 144,500 | | | | | | 17,213 | | | | | | 518,128 | | | | | | — | | | | | | 679,841 | | |
Within Change of Control Period | | | | | 303,450 | | | | | | 25,819 | | | | | | 514,433 | | | | | | — | | | | | | 843,702 | | |
Plan Category | | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#) | | | Weighted average exercise price of outstanding options(1) ($) | | | Number of securities remaining available for future issuance under equity compensation plans (#) | | |||||||||
Equity compensation plans approved by security holders | | | | | 2,140,086(2) | | | | | | 13.48 | | | | | | 2,906,990 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 2,140,086 | | | | | | 13.48 | | | | | | 2,906,990 | | |
Plan Category | Number of securities to be issued upon exercise of outstanding options (#) | Weighted-average exercise price of outstanding options ($) | Number of securities remaining available for future issuance under equity compensation plans (#) | |||||||||
Equity compensation plans approved by security holders | 4,284,430 | (1) | 10.71 | (2) | 2,322,150 | (3) | ||||||
Equity compensation plans not approved by security holders | 281,150 | — | — | |||||||||
Total | 4,565,580 | 10.71 | 2,322,150 |
and the Securities and Exchange Commission.
Section 16 of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in 2016.
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VOCERA COMMUNICATIONS, INC.