8-K 1 a15-6037_18k.htm 8-K

 

 

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 1, 2015

 

VERACYTE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36156

 

20-5455398

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7000 Shoreline Court, Suite 250, South San Francisco, California  94080

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (650) 243-6300

 

N/A

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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.

 

(e)

 

2014 Bonus Plan Awards

 

On March 1, 2015, the independent members of the Board of Directors (the “Board”) of Veracyte, Inc. (the “Company”), on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved cash bonus awards for 2014 performance under the Company’s 2014 Bonus Plan.  The independent members of the Board considered the achievements of the corporate goals under the plan as well as Company’s performance and individual performance in determining the amounts to be paid.  The independent members of the Board approved awards to the Company’s named executive officers as follows:  Bonnie H. Anderson, President and Chief Executive Officer, $127,500; Shelly D. Guyer, Chief Financial Officer, $54,000; and Christopher M. Hall, Chief Operating Officer, $61,413.

 

2015 Base Salaries; 2015 Bonus Plan Bonus Targets

 

On March 1, 2015, the independent members of the Board, on the recommendation of the Compensation Committee, approved increases in the base salaries of the Company’s named executive officers, to the following amounts: Shelly D. Guyer, Chief Financial Officer, $321,000; and Christopher M. Hall, Chief Operating Officer, $383,000. The salary for Bonnie H. Anderson, President and Chief Executive Officer, is expected to be determined in March 2015.

 

The independent members of the Board also approved, on the recommendation of the Compensation Committee, bonus targets under the 2015 Bonus Plan for the named executive officers, which are the following percentages of their 2015 base salaries: Shelly D. Guyer — 35%; and Christopher M. Hall — 35%. The bonus target under the 2015 Bonus Plan for Bonnie H. Anderson is expected to be approved in March 2015. Under the plan, executive officers are eligible to receive annual incentive compensation if the Company achieves the annual corporate goals approved by the Board. Such bonuses may be paid in cash, fully vested stock options or restricted stock, or any combination thereof, at the discretion of the independent members of the Board. Actual awards under the plan could either exceed or be less than the targets established, as determined by the independent members of the Board in their discretion based on the recommendation of the Compensation Committee and based on corporate and individual performance.  Corporate goals for 2015 are expected to be approved by the end of March 2015.

 

2015 Equity Awards

 

On March 1, 2015, the Compensation Committee, after determination of overall executive compensation by the independent members of the Board, approved grants of options to purchase shares of the Company’s common stock to the Company’s named executive officers in the following amounts:  Bonnie H. Anderson, 225,000 shares; Shelly D. Guyer, 75,000 shares; and Christopher M. Hall, 80,000 shares.

 

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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.

 

Dated: March 5, 2015

 

 

VERACYTE, INC.

 

 

 

 

 

By

/s/ Shelly D. Guyer

 

Name:

Shelly D. Guyer

 

Title:

Chief Financial Officer

 

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