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): March 3, 2014
OXFORD IMMUNOTEC GLOBAL PLC
(Exact name of registrant as specified in its charter)
England and Wales
(State or other jurisdiction
of incorporation)
| | | |
001-36200 | | Not Applicable |
(Commission
File Number) | | IRS Employer
Identification No.) |
94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom
(Address of principal executive offices)
Registrant’s telephone number including area code +44 (0) 1235 442780
Check 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 communication 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
On March 3, 2014, the Remuneration Committee (the “Committee”) of the Board of Directors of Oxford Immunotec Global PLC (the “Company”) made option and restricted share awards, approved bonuses, and adjusted the salaries of the Company’s named executive officers. These changes are described in the following table.
Executive Officer | Option Award | Restricted Share Award | Bonus for 2013 | New Base Salary |
Peter Wrighton-Smith | 75,440 shares | 75,440 shares | £200,000 | £261,200 |
Richard M. Altieri | 28,720 shares | 28,720 shares | $150,771 | $280,100 |
Jeff R. Schroeder | 36,520 shares | 36,520 shares | $145,675 | $311,900 |
In connection with compensation decisions reflected above, the Committee adopted forms of restricted share award certificates under the Oxford Immunotec Global PLC 2013 Share Incentive Plan for employees and officers resident in different countries. Dr. Wrighton-Smith’s restricted share award was made on the form of the certificate for officers resident in the United Kingdom. Messrs. Schroeder’s and Altieri’s restricted share awards were made on the form of certificate for officers resident in the United States. These new forms of restricted share award certificates are filed as exhibits to this Current Report on Form 8-K.
The Committee previously adopted forms of stock option agreements for employees and officers resident in different countries under the Oxford Immunotec Global PLC 2013 Share Incentive Plan. Dr. Wrighton-Smith received compensatory stock option, or CSOP, awards to the maximum allowable permitted under U.K. rules applicable to such awards and the balance of his options were unapproved options granted on the form of agreement for unapproved options for officers resident in the United Kingdom. The form of CSOP award certificate is filed as an exhibit to this Current Report on Form 8-K. The form of unapproved option agreement for officers resident in the United Kingdom is also filed as an exhibit to this Current Report on Form 8-K. Messrs. Schroeder and Altieri received incentive stock options to the maximum allowable under the U.S. tax code and the balance of their options were non-statutory options. Both types of options were made on the form for stock options for officers resident in the United States. This form of option agreement is filed as an exhibit to this Current Report on Form 8-K.
Item 9.01 | | Financial Statements and Exhibits |
| Exhibit 10.1 | Form of Restricted Share Award Certificate under theOxford Immunotec Global PLC2013 Share Incentive Plan for officers resident in the United Kingdom |
Exhibit 10.2 | Form of RestrictedShare Award Certificate under theOxford Immunotec Global PLC2013 Share Incentive Plan for officers resident in the United States |
Exhibit 10.3 | Form ofCSOP award certificateunder theOxford Immunotec Global PLC 2013 Share Incentive Plan for officers resident in the United Kingdom |
| Exhibit 10.4 | Form of unapproved optionunder theOxford Immunotec Global PLC2013 Share Incentive Planfor officers resident in the United Kingdom |
| Exhibit 10.5 | Form of stock option agreementunder theOxford Immunotec Global PLC 2013 Share Incentive Plan for officers resident in the United States |
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.
Date: March 6, 2014
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OXFORD IMMUNOTEC GLOBAL PLC |
| | |
By: | | /s/ Patricia Randall |
| | | Patricia Randall |
| | | General Counsel |
