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): November 10, 2022
ACCURAY INCORPORATED
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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001-33301 | | 20-8370041 |
(Commission File Number) | | (IRS Employer Identification No.) |
1310 Chesapeake Terrace
Sunnyvale, California 94089
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (408) 716-4600
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | ARAY | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated 2016 Equity Incentive Plan
At the Annual Meeting of Stockholders of Accuray Incorporated (the “Company”) held on November 10, 2022 (the “2022 Annual Meeting”), the Company’s stockholders approved amending and restating the Company’s 2016 Equity Incentive Plan to (i) increase the number of shares of the Company’s common stock available for issuance thereunder by 4,000,000 shares, (ii) decrease the ratio used to determine the number of shares of common stock that remain available for issuance under or are returned to the plan’s share reserve for awards other than an option, a stock appreciation right, or any other award that is based solely on an increase in value of the shares from 1.71 shares for every one share subject to such award to 1.38 shares, effective November 10, 2022, (iii) expand minimum vesting limitations to cover all types of awards granted under the plan and (iv) disallow dividends or other distributions to be paid with respect to shares covered by unexercised options or stock appreciations rights, and provide that dividends or other distributions payable with respect to shares covered by other awards will not be paid before and unless the underlying shares vest. A description of the Amended and Restated 2016 Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Form 14A filed with the United States Securities and Exchange Commission on September 30, 2022 (the “2022 Proxy Statement”) and is qualified in its entirety by reference to the full text of the Amended and Restated 2016 Equity Incentive Plan, a copy of which is being filed as Exhibit 10.1 to this Form 8-K.
Amended and Restated 2007 Employee Stock Purchase Plan
At the 2022 Annual Meeting, the Company’s stockholders also approved amending and restating the Company’s Amended and Restated 2007 Employee Stock Purchase Plan to increase the number of authorized shares of the Company’s common stock that may be issued thereunder by 2,500,000 shares. A description of the Amended and Restated 2007 Employee Stock Purchase Plan is set forth in the 2022 Proxy Statement and is qualified in its entirety by reference to the full text of the Amended and Restated 2007 Employee Stock Purchase Plan, a copy of which is being filed as Exhibit 10.2 to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting, the Company’s stockholders voted on three proposals as set forth below. The following is a brief description of each proposal submitted to a vote at the 2022 Annual Meeting, as well as the number of votes cast for and against, the number of abstentions, and the number of broker non-votes with respect to each proposal.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a Class I director of the Company to hold office until the Company’s 2025 Annual Meeting of Stockholders or until his or her successor is duly elected or appointed.
| | | | |
Nominee | For | Against | Abstain | Broker Non-Votes |
Anne B. Le Grand | 43,215,182 | 3,882,859 | 144,084 | 22,816,964 |
Joseph E. Whitters | 44,833,370 | 2,264,188 | 144,567 | 22,816,964 |
Proposal No. 2: Approval of Amendment to the Company’s 2016 Equity Incentive Plan
The stockholders approved the Company’s Amended and Restated 2016 Equity Incentive Plan, with 41,437,740 shares in favor, 5,698,672 shares against, 105,713 shares abstaining and 22,816,964 broker non-votes.
Proposal No. 3: Approval of Amendment to the Company’s 2007 Employee Stock Purchase Plan
The stockholders approved the Company’s Amended and Restated 2007 Employee Stock Purchase Plan, with 46,789,174 shares in favor, 355,945 shares against, 97,006 shares abstaining and 22,816,964 broker non-votes.
Proposal No. 4: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
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The stockholders cast an advisory vote to approve the compensation of the Company’s named executive officers as follows: 41,753,917 shares in favor, 5,251,292 shares against, 236,916 shares abstaining and 22,816,964 broker non-votes.
Proposal No. 5: Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023, with 69,210,645 shares in favor, 700,582 shares against, 147,862 shares abstaining and no broker non-votes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Accuray Incorporated Amended and Restated 2006 Equity Incentive Plan and forms of award agreements thereunder
10.2 Accuray Incorporated Amended and Restated 2007 Employee Stock Purchase Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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| ACCURAY INCORPORATED |
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Dated: November 16, 2022 | By: | /s/ Jesse Chew |
| | Jesse Chew |
| | Senior Vice President, General Counsel & Corporate Secretary |
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