UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Glaukos Corporation (the “Company”) previously adopted the Glaukos Corporation Amended and Restated 2015 Omnibus Incentive Compensation Plan (the “Restated Plan”), subject to stockholder approval of the Restated Plan, which amends and restates the Glaukos Corporation 2015 Omnibus Incentive Compensation Plan (the “Existing Plan”). As disclosed in Item 5.07 of this Form 8-K, the Company’s stockholders have approved the Restated Plan.
The following summary of the terms of the Restated Plan is qualified in its entirety by reference to the text of the Restated Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Among other things, the Restated Plan provides for:
| (i) | the reduction of the number of shares of the Company’s common stock available for award grants by approximately 7.9 million shares and provides for a new share limit that is equal to (1) 4.7 million shares, plus (2) any shares of the Company’s common Stock subject to stock options, full value awards or similar awards granted under the Existing Plan and outstanding on May 30, 2024 (with any such outstanding awards subject to performance-based vesting conditions counted at the target performance level), plus (C) shares subject to outstanding awards under the Company’s 2011 Stock Plan (the “2011 Plan”) that expire or otherwise terminate without having been exercised in full, plus (D) shares of common stock issued pursuant to awards granted under the 2011 Plan that are forfeited to or repurchased by the Company; |
| (ii) | an extension of the term of the Restated Plan to May 30, 2034; |
| (iii) | elimination of the evergreen feature; |
| (iv) | a prohibition on repricing of stock options and stock appreciation rights without stockholder approval; and |
| (v) | non-employee director compensation limits. |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (the “Annual Meeting”) of Glaukos Corporation (the “Company”) was held on May 30, 2024. At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2024.
The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1. The election of three Class III directors to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified:
| For |
| Withheld |
| Broker | |
Thomas W. Burns | 43,130,097 | 2,168,345 | 2,441,003 | |||
Marc A. Stapley | 35,495,121 | 9,803,321 | 2,441,003 | |||
Leana S. Wen, M.D. | 43,596,144 | 1,702,298 | 2,441,003 |
Proposal 2. The approval of the Glaukos Corporation Amended and Restated 2015 Omnibus Incentive Compensation Plan:
For |
| Against |
| Abstain |
| Broker |
31,369,389 | 13,791,781 | 137,272 | 2,441,003 |
Proposal 3. The non-binding advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers:
One Year |
| Two Years |
| Three Years |
| Abstain |
| Broker |
44,213,390 | 21,027 | 910,086 | 153,939 | 2,441,003 |
Proposal 4. The non-binding advisory vote regarding approval of the compensation of the Company’s named executive officers:
For |
| Against |
| Abstain |
| Broker |
43,205,860 | 1,952,506 | 140,076 | 2,441,003 |
Proposal 5. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024:
For |
| Against |
| Abstain |
47,458,368 | 154,713 | 126,364 |
There were no broker non-votes on Proposal 5.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
10.1+ |
| Glaukos Corporation Amended and Restated 2015 Omnibus Incentive Compensation Plan |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) + Designates a management compensation plan, contract or arrangement. |
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.
GLAUKOS CORPORATION | |||
By: | /s/ Robert L. Davis | ||
Name: | Robert L. Davis | ||
Title: | Senior Vice President, General Counsel & Business Development | ||
Date: June 5, 2024