| Item 3.03 | Material Modification to Rights of Security Holders. |
The applicable information set forth in Item 8.01 of this Current Report on Form8-K is incorporated by reference in this Item 3.03.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
2019 Base Salary and Target Bonus Information
On February 13, 2019, the Compensation Committee (the “Compensation Committee”) of our Board of Directors approved increases in (i) base salary for our executive officers and (ii) the target performance bonus amounts for our executive officers, each for fiscal year 2019. The increases in base salary are effective as of March 1, 2019. The following table sets forth the amounts approved for our principal executive officer and principal financial officer:
| | | | | | | | | | |
Name | | Title | | 2019
Base Salary | | | 2019 Target
Bonus (% of
Base Salary) | |
Daniel M. Bradbury | | Chief Executive Officer | | $ | 430,000 | | | | 40 | % |
Jason A. Keyes | | Chief Financial Officer | | $ | 333,000 | | | | 35 | % |
Stock Option Grants
On February 13, 2019, the Compensation Committee approved the grant of stock options to our executive officers. The following table sets forth the number of shares underlying the stock option grants to our principal executive officer and principal financial officer:
| | | | | | |
Name | | Title | | Stock Options | |
Daniel M. Bradbury | | Chief Executive Officer | | | 90,000 | |
Jason A. Keyes | | Chief Financial Officer | | | 70,000 | |
The stock options described above were granted under our 2018 Equity Incentive Plan and have a per share exercise price equal to $7.16, the closing price of our common stock as reported on The Nasdaq Global Market on February 13, 2019. Each option is subject to a four-year vesting schedule, with 25% vesting one year after the vesting commencement date and the balance vesting monthly over the remaining 36 months, subject to the respective optionholder’s continued service with us. The options provide for full acceleration of all of the shares subject to the option in the event the respective optionholder is terminated by us without cause or resigns for good reason within 12 months after a change in control.
On December 19, 2018, the Delaware Chancery Court issued an opinion in Sciabacucchi v. Salzberg, C.A. No.2017-0931-JTL, invalidating provisions in the certificates of incorporation of Delaware companies that purport to limit to federal court the forum in which a stockholder could bring a claim under the Securities Act of 1933, as amended. The Delaware Chancery Court held that a Delaware corporation can only use its constitutive documents to bind a plaintiff to a particular forum where the claim involves rights or relationships established by or under Delaware’s corporate law.
Article VII, Section B of our Amended and Restated Certificate of Incorporation (the “Charter”) contains a similar federal forum selection provision. As such, and in light of the recent Sciabacucchi decision, we do not currently intend to enforce the foregoing federal forum selection provision unless the Sciabacucchi decision is reversed on appeal. If the decision is not appealed or if the Delaware Supreme Court affirms the Delaware Chancery Court’s decision, then we will seek approval by our stockholders to amend the Charter at our next regularly-scheduled annual meeting of stockholders to remove the invalid provision.
