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): April 8, 2015
Intersect ENT, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36545 | 20-0280837 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Intersect ENT, Inc.
1555 Adams Drive
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
(650) 641-2100
(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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 8, 2015, Intersect ENT’s Board of Directors appointed each of Kieran T. Gallahue and W. Anthony Vernon to our Board of Directors, to serve until the next annual meeting of our Stockholders. Mr. Gallahue will serve as lead director and as a member of our audit committee. Mr. Vernon will serve as chair of our nominating and corporate governance committee. Mr. Gallahue and Mr. Vernon will receive compensation pursuant to our Non-Employee Director Compensation Policy, attached hereto as Exhibit 10.1 and incorporated by reference here.
On April 8, 2015, Casper L. de Clercq notified us of his decision not to stand for re-election to our Board of Directors when his current term expires at our 2015 annual meeting of stockholders. Mr. de Clercq will continue to serve as a member of our Board of Directors until our 2015 annual meeting of stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
|
Description |
|
| 10.1 | Non-Employee Director Compensation Policy | |
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.
| Intersect ENT, Inc. | ||||||
|
Dated: April 10, 2015 |
||||||
| By: |
/s/ Jeryl L. Hilleman |
|||||
| Jeryl L. Hilleman | ||||||
| Chief Financial Officer | ||||||
INDEX TO EXHIBITS
|
Exhibit No. |
Description |
|
| 10.1 | Non-Employee Director Compensation Policy | |
Exhibit 10.1
N ON -E MPLOYEE D IRECTOR C OMPENSATION P OLICY
Our non-employee directors receive an annual retainer of $35,000. In addition, all non-employee directors who serve on one or more committees are eligible to receive the following committee fees:
|
Committee |
Chair | Member | ||||||
|
Audit |
$ | 20,000 | $ | 10,000 | ||||
|
Compensation |
15,000 | 7,500 | ||||||
|
Nominating and Corporate Governance |
10,000 | 5,000 | ||||||
Other than the annual retainers and committee fees described above, non-employee directors are not entitled to receive any cash fees in connection with their service on our Board. Beginning in 2015, each non-employee director will be granted an annual stock option for 12,500 shares at each annual stockholders’ meeting provided the non-employee director has served since March 1 st of the year the annual meeting is held and continues to serve. The annual stock options will vest monthly over one year from the date of grant. New non-employee directors will receive an initial stock option grant for 25,000 shares of common stock. The initial grant will vest 25% in one year and monthly thereafter over the next three years provided the non-employee director continues to serve. Prior to the beginning of each year, each non-employee director may elect to receive their annual retainer for the following year in the form of a stock option that will vest quarterly over one year from the date of grant.
We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses in connection with attending Board of Directors and committee meetings.