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): May25, 2016
Sophiris Bio Inc.
(Exact name of registrant as specified in its charter)
British Columbia | | 001-36054 | | 98-1008712 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
1258 Prospect Street, La Jolla, California | | 92037 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 858-777-1760
Not Applicable
Former name or former address, if changed since last report
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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2016Executive Officer Base Salary
On May 25, 2016, the Board of Directors of Sophiris Bio Inc. (“our”) based on the recommendation of the Compensation Committee of the Board of Directors, approved 2016 annual base salaries for our named executive officers. The 2016 base salaries are effective as of January 1, 2016. The following table sets forth the 2016 annual base salaries for our named executive officers:
Name | | Title | | 2016 Annual Base Salary |
Randall E. Woods | | President and Chief Executive Officer | | $ | 478,344 | |
Allison Hulme, Ph.D. | | Chief Operating Officer and Head of Research and Development | | $ | 371,421 | |
Peter T. Slover | | Chief Financial Officer | | $ | 322,354 | |
2015 Performance-Based Bonus
On May 25, 2016, our Board of Directors, based on the recommendation of the Compensation Committee, approved performance-based cash bonus payments based on the assessment of the achievement of corporate and individual goals for 2015 which were previously approved by our Board of Directors. The annual performance based-bonus each named executive officer is eligible to receive is based on the individual’s target bonus, as a percentage of salary. There is no minimum or maximum bonus established for the named executive officers and, as a result, the performance-based bonus amounts may vary from year-to-year based on corporate and individual performance. The Board of Directors may award a bonus in an amount above or below the target bonus, based on factors that the Board determines, with input from the Compensation Committee, are material to our corporate performance and provide appropriate incentives to our executives. The 2015 performance-based cash bonus payments were approved at 45% of the respective target bonus for each of our named executive officers as follows:
Name | | Title | | 2015 Performance- Based Bonus |
Randall E. Woods | | President and Chief Executive Officer | | $ | 104,493 | |
Allison Hulme, Ph.D. | | Chief Operating Officer and Head of Research and Development | | $ | 81,136 | |
Peter T. Slover | | Chief Financial Officer | | $ | 70,417 | |
Executive Officer Equity Grants
On May 25, 2016, our Board of Directors, based on the recommendation of the Compensation Committee, granted to the Company’s named executive officers options to purchase common shares of the Company, as follows:
Name | | Title | | Number of Shares |
Randall E. Woods | | President & Chief Executive Officer | | | 103,467 | |
Allison Hulme, Ph.D. | | Chief Operating Officer & Head of Research and Development | | | 103,467 | |
Peter T. Slover | | Chief Financial Officer | | | 103,467 | |
For each option granted in the table above, the shares shall vest as follows: 1/3rd shall vest on the one-year anniversary of the date of grant and 1/36th shall vest monthly thereafter, subject to the individual’s continued service through each such date. The option grant date for each option was May 27, 2016 and the exercise price per share is $0.99.
The options granted will be subject to the terms and conditions of the Company’s Amended and Restated 2011 Stock Option Plan (the “Plan”). The foregoing does not purport to be complete and is qualified by reference to the Plan, which we have previously filed with the U.S. Securities and Exchange Commission.
Retention Payments
On May 25, 2016, our Board of Directors, based on the recommendation of the Compensation Committee, adopted a retention plan that would enable the Company’s named executive officers to receive cash retention payments equal to 55% of their 2015 target bonus if they remain employees of the Company on the earlier of December 31, 2016 or the closing of a change of control transaction for the Company.
Board of Director Option Grants
In accordance with the Company’s Non-Employee Director Compensation Program, on May 27, 2016, the date of our 2016 Annual General Meeting of Shareholders, each continuing non-employee director was granted an annual option to purchase 8,250 shares of the Company’s common stock, which shares shall vest at the rate of 1/12th per month, at the end of each month following the date of grant, subject to the individual’s continued service. The exercise price per share is $0.99.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2016 Annual General Meeting of Shareholders (the “Annual Meeting”) of Sophiris Bio Inc. (the “Company”) was held on May 27, 2016. As of April 18, 2016, the record date for the Annual Meeting, 17,244,736 shares of common stock were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by shareholders at the Annual Meeting is set forth below.
Proposal1. Election of Directors
The Company’s shareholders elected the five persons listed below as directors, each to serve until the Company’s 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The final voting results are as follows:
| | | | | | | | | | | | | | |
| | Votes For | | | | Votes
Withheld | | | Broker
Non-Votes | |
Lars Ekman, Ph.D., M.D. | | | 3,363,378 | | | | | 1,065,135 | | | | 7,151,411 | |
John (Jack) Geltosky, Ph.D. | | | 4,001,941 | | | | | 426,572 | | | | 7,151,411 | |
Jim Heppell | | | 3,200,205 | | | | | 1,228,308 | | | | 7,151,411 | |
Gerald T. Proehl | | | 4,001,787 | | | | | 426,726 | | | | 7,151,411 | |
Randall E. Woods | | | 3,357,419 | | | | | 1,071,094 | | | | 7,151,411 | |
Proposal2. Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The final voting results are as follows:
| | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
11,130,473 | | - | | 449,451 | | - |
Signature
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.
| | | | | | | |
| | | | | | | | | |
| | | | | | | | Sophiris Bio Inc. | | | | |
| | | | | | | | | | | | |
| June 1, 2016 | | | | | By: | | /s/ Peter Slover | | | | |
| | | | | | | | | | | | |
| | | | | | | Name: Peter Slover | |
| | | | | | | Title: Chief Financial Officer | |
