8-K 1 tv521727_8k.htm FORM 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) May 10, 2019

 

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)

 

 

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)

 

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 (see General Instruction A.2. below):

 

¨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))

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Accelerate Diagnostics, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”) to increase the total number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), available for grant thereunder by 3,000,000 shares to a total of 10,677,500 shares. A description of the 2012 Plan and the Plan Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2019 (the “Proxy Statement”).

 

The Plan Amendment is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 15, 2019, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the total number of authorized shares of the Company’s capital stock to 90,000,000 shares, of which 85,000,000 shares are designated as Common Stock and 5,000,000 shares are designated as preferred stock. As discussed below, the Certificate of Amendment was approved on May 10, 2019 at the Annual Meeting. Previously, the Company’s Certificate of Incorporation authorized the Company to issue 80,000,000 shares of the Company’s capital stock, of which 75,000,000 shares were designated as Common Stock and 5,000,000 shares were designated as preferred stock.

 

The Certificate of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held the Annual Meeting on May 10, 2019. At the Annual Meeting, the Company’s stockholders:

 

(1)elected eight directors, each to hold office for a term to expire at the 2020 Annual Meeting of Stockholders and thereafter until their successors have been elected and qualified;

  

(2)approved an amendment to the 2012 Plan to increase the total number of authorized shares of Common Stock available for grant thereunder by 3,000,000 shares to a total of 10,677,500 shares;

  

(3)approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”);

 

 

 

 

(4)voted, on an advisory basis, on the frequency of future say-on-pay votes;

  

(5)approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of Common Stock by 10,000,000 shares, to a total of 85,000,000 shares; and

  

(6)ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019.

 

The voting results of each of these proposals, which were 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

Thomas D. Brown 38,675,587 789,337 9,520,724
Lawrence Mehren 39,257,766 207,158 9,520,724
Mark C. Miller 37,177,084 2,287,840 9,520,724
John Patience 38,715,733 749,191 9,520,724
Jack Schuler 38,726,461 738,463 9,520,724
Matthew W. Strobeck, Ph.D. 38,677,410 787,514 9,520,724
Frank J.M. ten Brink 39,259,642 205,282 9,520,724
Charles Watts, M.D. 38,182,714 1,282,210 9,520,724

 

Proposal No. 2 – Amendment of the 2012 Incentive Plan

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

35,183,328 4,243,800 37,796 9,520,724

 

Proposal No. 3 – Say-On-Pay Advisory Vote

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

 38,465,438  882,752  116,734  9,520,724

 

Proposal No. 4 – Advisory Vote on Frequency of Future Say-on-Pay Votes

 

1 Year

2 Years

3 Years

Abstentions

Broker Non-Votes

6,913,850 127,041 32,260,587 163,446 9,520,724

 

Proposal No. 5 – Amendment of Certificate of Incorporation

 

Votes For

Votes Against

Abstentions

47,866,508 931,336 187,804

 

 

 

 

Proposal No. 6 – Ratification of Auditors

 

Votes For

Votes Against

Abstentions

48,924,244 43,713 17,691


Disclosure Regarding Frequency of Future Say-on-Pay Votes

 

Based on the voting results for Proposal No. 4, the Company has determined to hold future Say-on-Pay advisory votes every three years, until the next stockholder vote on Say-on-Pay frequency.

 

Item 9.01Financial Statements and Exhibits.

 

 (d)           Exhibits.  

 

Exhibit    
Number   Description
     
3.1   Certificate of Amendment to the Certificate of Incorporation of Accelerate Diagnostics, Inc., dated May 15, 2019 
 

10.1   Fifth Amendment to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan 

 

 

 

 

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.

 

 

Date: May 15, 2019 ACCELERATE DIAGNOSTICS, INC.  
  (Registrant)  
     
  /s/ Steve Reichling  
  Steve Reichling  
  Chief Financial Officer  

 

 

 

 

EXHIBIT INDEX

  

Exhibit    
Number   Description
     
3.1   Certificate of Amendment to the Certificate of Incorporation of Accelerate Diagnostics, Inc., dated May 15, 2019 
 

10.1   Fifth Amendment to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan