| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Second Amended and Restated 2014 Plan
As further described in Item 5.07 of the Current Report on Form8-K of Quotient Limited (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2018, on October 31, 2018, the shareholders of the Company approved a second amendment and restatement of the Quotient Limited 2014 Stock Incentive Plan (as amended and restated, the “Second Amended and Restated 2014 Plan”) to increase the number of ordinary shares authorized for issuance by 550,000 shares and to increase the maximum number of shares that may be issued upon the exercise of incentive share options by 550,000 shares. A description of the Second Amended and Restated 2014 Plan is set forth in the Company’s Amendment No. 1 to its Definitive Proxy Statement on Schedule 14A filed with the SEC on August 31, 2018 (as amended, the “Proxy Statement”) in the section entitled “Approval of the Second Amended and Restated 2014 Plan, Which Reflects Amendments to the 2014 Plan to Increase the Number of Ordinary Shares Authorized for Issuance by 550,000 Shares and to Increase the Maximum Number of Shares that May Be Issued Upon the Exercise of Incentive Share Options by 550,000 Shares (Resolution 9),” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Second Amended and Restated 2014 Plan, a copy of which is attached to the Proxy Statement as Exhibit A and which is incorporated in Item 9.01 of this Current Report on Form8-K by reference.
Compensation Grants to Franz Walt
On November 2, 2018, the remuneration committee of the board of directors of the Company (the “Remuneration Committee”) authorized the grant by the Company of 91,743 restricted share units (“RSUs”) to Franz Walt, the Company’s Chief Executive Officer, and the Company granted the RSUs to Mr. Walt. The RSUs vest monthly in equal instalments over twelve months beginning on June 24, 2019.
If Mr. Walt’s employment is terminated by the Company without “cause” (as defined in the Second Amended and Restated 2014 Plan), Mr. Walt’s RSUs will vest in accordance with their terms. The RSUs will also fully vest in accordance with their terms upon a change in control.
In addition, the Remuneration Committee authorized the grant by the Company of options (the “Options”) to purchase ordinary shares of the Company to Mr. Walt with a value of $300,000. The Options will be granted by the Company on May 24, 2019 (the “Grant & Determination Date”), the actual number of ordinary shares underlying the Options will be determined on the Grant & Determination Date by dividing $300,000 by the closing sale price of the Company’s ordinary shares on The NASDAQ Global Market on the Grant & Determination Date (the “Closing Price”) and the exercise price of the Options will be equal to the Closing Price.
| Item 9.01. | Financial Statements and Exhibits. |
Set forth below is a list of Exhibits included as part of this Current Report.
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