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) | May 7, 2024 |
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-31822 | | 84-1072256 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| 3950 South Country Club Road, Suite 470, Tucson, Arizona | | 85714 |
| (Address of principal executive offices) | | (Zip Code) |
(520) 365-3100
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which
registered |
| Common Stock, $0.001 par value per share | AXDX | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
As discussed in Item 5.07 of this Current Report on Form 8-K (this “Report”) below, the shareholders of Accelerate Diagnostics, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Incentive Plan”) to increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, available for grant thereunder by 4,000,000 shares.
The material terms of the Plan Amendment were described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 11, 2024 (the “Proxy Statement”) under the caption “Proposal No. 3 – Amendment of the 2022 Incentive Plan,” which description is incorporated herein by reference.
The descriptions of the Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:
| (1) | elected 9 directors, each to hold office for a term to expire at the 2025 Annual Meeting of Shareholders or until their successors have been duly elected and qualified; |
| (2) | ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and |
| (3) | approved the Plan Amendment to increase the total number of authorized shares of the Company’s common stock available for grant under the 2022 Incentive Plan by 4,000,000 shares. |
The voting results of each of these proposals, which are described in more detail in the Proxy Statement, are set forth below.
Proposal No. 1 – Election of Directors
| Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Mark Black | | 12,392,552 | | 53,888 | | 5,702,108 |
| Wayne C. Burris | | 12,392,252 | | 54,188 | | 5,702,108 |
| Louise L. Francesconi | | 10,792,982 | | 1,653,458 | | 5,702,108 |
| Hany Massarany | | 10,845,395 | | 1,601,045 | | 5,702,108 |
| Marran H. Ogilvie | | 12,391,918 | | 54,522 | | 5,702,108 |
| John Patience | | 12,391,399 | | 55,041 | | 5,702,108 |
| Jack Phillips | | 12,391,411 | | 55,029 | | 5,702,108 |
| Jenny Regan | | 10,844,508 | | 1,601,932 | | 5,702,108 |
| Jack Schuler | | 12,391,374 | | 55,066 | | 5,702,108 |
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 17,808,069 | | 334,982 | | 5,497 | | 0 |
Proposal No. 3 – Approval of Plan Amendment
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 10,326,649 | | 2,096,397 | | 23,394 | | 5,702,108 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| | ACCELERATE DIAGNOSTICS, INC. |
| | (Registrant) |
| Date: May 13, 2024 | |
| | /s/ David Patience |
| | David Patience |
| | Chief Financial Officer |
