0001564590-16-020545.txt : 20160613 0001564590-16-020545.hdr.sgml : 20160613 20160613170014 ACCESSION NUMBER: 0001564590-16-020545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160609 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160613 DATE AS OF CHANGE: 20160613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCA biopharma, Inc. CENTRAL INDEX KEY: 0000907654 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363855489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 161711306 BUSINESS ADDRESS: STREET 1: 11080 CIRCLEPOINT ROAD STREET 2: SUITE 140 CITY: WESTMINSTER STATE: CO ZIP: 80020 BUSINESS PHONE: 720-940-2200 MAIL ADDRESS: STREET 1: 11080 CIRCLEPOINT ROAD STREET 2: SUITE 140 CITY: WESTMINSTER STATE: CO ZIP: 80020 FORMER COMPANY: FORMER CONFORMED NAME: NUVELO INC DATE OF NAME CHANGE: 20030203 FORMER COMPANY: FORMER CONFORMED NAME: HYSEQ INC DATE OF NAME CHANGE: 19970610 8-K 1 abio-8k_20160609.htm 8-K abio-8k_20160609.htm

 

 

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): June 13, 2016 (June 9, 2016)

 

ARCA biopharma, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

000-22873

36-3855489

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

11080 CirclePoint Road, Suite 140, Westminster, CO 80020

(Address of Principal Executive Offices) (Zip Code)

(720) 940-2200

(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 (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))

 

 

 

 

 

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

On June 9, 2016, the Compensation Committee of the Board of Directors (the “Board”) of ARCA biopharma, Inc. (the “Company”) approved the following stock option (“Options”) grants to the executive officers listed below pursuant to the Company’s Amended and Restated 2013 Equity Incentive Plan approved at the 2016 Annual Meeting of Stockholders and the forms of Stock Option Grant Notice and Option Agreement for officers, as filed with the Securities and Exchange Commission as exhibits to the Company’s Current Report on Form 8-K on September 23, 2013:

 

Name and Title

 

Options 

    Granted (1)

 

 

Options 

Granted (2)

 

Michael Bristow

President and Chief Executive Officer

  

 

27,200

  

  

 

55,400

  

Thomas A. Keuer

Chief Operating Officer

  

 

15,600

  

  

 

31,700

  

Christopher Ozeroff

Senior Vice President, General Counsel & Secretary

  

 

14,800

  

  

 

30,200

  

Brian L. Selby

Vice President, Finance

  

 

15,800

  

  

 

32,100

  

(1)

Exercise price of $3.30 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on June 9, 2016. Each Option vests in 36 equal monthly installments measured from June 9, 2016.

(2)

Exercise price of $3.30 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on June 9, 2016. Each Option can vest upon achievement of certain pre-specified corporate milestones related to enrollment for the GENETIC-AF clinical trial, and the timing and outcome of the interim data analysis by that trial’s Data and Safety Monitoring Board.  If the corporate milestones are not achieved, the Option will be cancelled.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On June 9, 2016, the Company held its 2016 Annual Meeting of Stockholders  at which the Company’s stockholders voted upon (i) the election of Company nominee, Dr. Linda Grais, to the  Board for a three-year term ending at the 2019 Annual Meeting of Stockholders, (ii) the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, (iii) the approval of the Amended and Restated ARCA 2013 Equity Incentive Plan and (iv) the approval, on an advisory basis, the compensation of the Company’s named executive officers.

 

The stockholders elected the director nominee, ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, approved the Amended and Restated ARCA 2013 Equity Incentive Plan and approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

 

1. Election of Director:

 

 

 

 

 

 

 

Nominee

  

For

  

Withheld

  

Broker Non-Votes

Linda Grais, M.D.

  

5,291,533

  

147,981

  

1,699,599

2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

7,108,822

  

26,735

  

3,556

  

—  

3. Approval of the Amended and Restated ARCA 2013 Equity Incentive Plan:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

3,865,396

  

1,553,204

  

20,914

  

1,699,599  

4. Approval on an advisory basis, the compensation of the Company’s named executive officers:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

5,353,633

  

62,999

  

22,882

  

1,699,599  

 

 

 

 

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.

 

Dated: June 13, 2016

 

 

 

 

ARCA biopharma, Inc.

 

(Registrant)

 

 

 

 

By:

/s/ Christopher D. Ozeroff

 

 

Name:

Christopher D. Ozeroff

 

 

Title:

SVP and General Counsel