UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 24, 2016
TEARLAB CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-51030 | 59-343-4771 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
9980 Huennekens St., Ste 100
San Diego, CA 92121
(Address of principal executive offices, including zip code)
(858) 455-6006
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, on June 24, 2016, the stockholders of TearLab Corporation (the “Company”) approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 65,000,000 to 95,000,000. On June 28, 2016, the Company filed the Certificate of Amendment to the Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our 2016 annual meeting of stockholders on June 24, 2016 (the “Annual Meeting”). Of the 34,214,447 shares of our common stock outstanding as the record date of April 28, 2016, 28,158,628 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 82.30% of the outstanding shares of common stock. We have been granted an exemption from the majority voting and director election requirements set out in sections 461.1 to 461.4 and 464 of the TSX Company Manual (the “Manual”) for the upcoming year, pursuant to section 401.1 of the Manual, by the Toronto Stock Exchange. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
| 1. | Election of Directors. Each of the following nominees was elected to serve as a director, to hold office until our 2017 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified based on the following results of voting: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Elias Vamvakas | 17,111,351 | 1,873,239 | 9,174,038 | |||||||||
| Joseph Jensen | 18,694,339 | 290,251 | 9,174,038 | |||||||||
| Anthony E. Altig | 18,776,569 | 208,021 | 9,174,038 | |||||||||
| Thomas N. Davidson, Jr. | 18,782,857 | 201,733 | 9,174,038 | |||||||||
| Adrienne L. Graves | 18,811,857 | 172,733 | 9,174,038 | |||||||||
| Paul M. Karpecki | 18,777,239 | 207,351 | 9,174,038 | |||||||||
| Richard L. Lindstrom | 18,782,889 | 201,701 | 9,174,038 | |||||||||
| Donald E. Rindell | 18,764,281 | 220,309 | 9,174,038 | |||||||||
| Brock J. Wright | 18,782,537 | 202,053 | 9,174,038 | |||||||||
| 2. | Approval of Amendment to Certificate of Incorporation. The amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 65,000,000 to 95,000,000 was approved based on the following results of voting: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 26,493,541 | 1,352,844 | 312,243 | 0 | |||||||||||
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified based on the following results of voting: |
| For | Against | Abstentions | ||||||||
| 27,735,966 | 408,904 | 13,758 | ||||||||
| 4. | Advisory Vote on Approval of Executive Compensation. On an advisory (non-binding) basis, the stockholders approved the compensation of our named executive officers for the year ended December 31, 2015 as disclosed in our proxy statement: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 18,740,183 | 234,427 | 9,980 | 9,174,038 | |||||||||||
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.
| TEARLAB CORPORATION | ||
| By: | /s/ Wes Brazell | |
| Wes Brazell Chief Financial Officer |
Date: June 29, 2016
EXHIBIT INDEX
| Exhibit Number | Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of TearLab Corporation |
CERTIFICATE
OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TEARLAB CORPORATION
TearLab Corporation (the “ Corporation ”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
| 1. | The name of the Corporation is TearLab Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 5, 2002, under the name Vascular Sciences Corporation. | |
| 2. | This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware and amends the provisions of the Company’s Amended and Restated Certificate of Incorporation. | |
| 3. | The amendment to the existing Amended and Restated Certificate of Incorporation being effected hereby is to delete the first paragraph of Article IV in its entirety and to substitute in its place the following: |
“The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one hundred five million (105,000,000), of which ninety-five million (95,000,000) shares, par value $0.001 per share, shall be common stock (the “Common Stock”) and ten million (10,000,000) shares, par value $0.001 per share, shall be preferred stock (the “Preferred Stock”).”
| 4. | This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was approved by written consent of the board of directors and by the stockholders of this Corporation at a meeting thereof duly called and held on June 24, 2016. | |
| 5. | This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective immediately upon filing by the Delaware Secretary of State. |
IN WITNESS WHEREOF , this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly executed by an authorized officer of the Corporation, on June 24, 2016.
| TEARLAB CORPORATION | ||
| A Delaware corporation | ||
| By: | ||
| Name: | Wes Brazell | |
| Title: | Chief Financial Officer | |