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 24, 2016
VITAL THERAPIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36201
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56-2358443
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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15010 Avenue of Science, Suite 200
San Diego, California 92128
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(858) 673-6840
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 May 24, 2016, the compensation committee of our board of directors approved an amended Outside Director Compensation Policy for our non-employee directors. Under this amended Outside Director Compensation Policy, the cash related compensation and equity compensation was modified as follows:
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The Non-Executive Chairman of the Board will be paid an annual cash retainer of $50,000; and
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The Non-Executive Chairman of the Board will receive an Annual Award (as defined in our amended Outside Director Compensation Policy) with a Black-Scholes value of approximately $175,000, commencing with our 2016 annual meeting of stockholders.
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The foregoing summary of the amended Outside Director Compensation Policy does not purport to be complete and is qualified in its entirety by the full text of the amended Outside Director Compensation Policy, a copy of which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein in its entirety by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our 2016 annual meeting of stockholders on May 24, 2016 (the “Annual Meeting”). Of the 30,980,181
shares of our common stock outstanding as of the record date of March 30, 2016, 24,624,025 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 79.48% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
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1.
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Election of Class II Directors.
Each of the following nominees was elected to serve as a Class II director, to hold office until our 2019 annual meeting of stockholders and until his respective successor has been duly elected and qualified based on the following results of voting:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Muneer A. Satter
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14,084,841
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711,075
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9,828,109
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Jean-Jacques Bienaimé
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14,403,372
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392,544
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9,828,109
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Douglas E. Godshall
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14,403,872
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392,044
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9,828,109
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2.
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Ratification of Appointment of Independent Registered Public Accounting Firm.
The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified based on the following results of the voting:
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For
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Against
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Abstain
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Broker Non-Votes
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24,513,921
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101,883
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8,221
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1+
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Amended Outside Director Compensation Policy
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+- Indicates a management contract or compensatory plan or arrangement.
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.
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VITAL THERAPIES, INC.
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By:
/s/ Michael V. Swanson
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Michael V. Swanson
Chief Financial Officer
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Date: May 27, 2016
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1+
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Amended Outside Director Compensation Policy
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+- Indicates a management contract or compensatory plan or arrangement.
VITAL THERAPIES, INC.
OUTSIDE DIRECTOR COMPENSATION POLICY
Adopted and approved May 13, 2013
As Amended March 18, 2015, December 18, 2015 and May 24, 2016
Vital Therapies, Inc. (the “
Company
”) believes that the granting of equity and cash compensation to its members of the Board of Directors (the “
Board
,” and members of the Board, the “
Directors
”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “
Outside Directors
”). This Outside Director Compensation Policy (the “
Policy
”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. . This Policy is effective as of the date set forth above, with the amendments effective as of the amendment date set forth above.
Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2014 Equity Incentive Plan (as may be amended from time to time, the “
Plan
”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.
Annual Cash Retainer
Each Outside Director will be paid an annual cash retainer of $35,000. The Non-Executive Chairman of the Board will be paid an annual cash retainer of $50,000. This cash compensation will be paid quarterly in arrears on a prorated basis.
Committee Annual Cash Retainer
Each Outside Director who serves as the chairman or a member of a committee of the Board will be eligible to earn additional annual fees (paid quarterly in arrears on a prorated basis) as follows:
Chairman of Audit Committee: $7,500
Member of Audit Committee: $7,500
Chairman of Compensation Committee: $5,000
Member of Compensation Committee: $5,000
Chairman of Nominating and Governance Committee: $5,000
Member of Nominating and Governance Committee: $5,000
Chairman of Quality and Technology Committee: $5,000
Member of Quality and Technology Committee: $5,000
For clarity, each Outside Director who serves as the chairman of a committee will receive both the additional annual fee as the chairman of the committee and the additional annual fee as a member of the committee.
Board Meeting Fees
Each Outside Director will be paid a per-meeting attendance fee of $500 for attending telephonic meetings of the Board. In addition, each Outside Director will be paid a per-meeting attendance fee of $2,500 for attending in-person meetings of the Board in excess of four (4) in-person meetings during each calendar year. For clarity, there are no per-meeting attendance fees for attending meetings of the committees of the Board.
Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 2(b) and (c) of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
(a)
No Discretion
. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards.
(b)
Initial Awards
. Subject to Section 11 of the Plan, on the date on which any person first becomes an Outside Director, he or she automatically will be granted a Nonstatutory Stock Option with a Black-Scholes value of approximately $250,000 and the number of shares covered by such option rounded down to the nearest whole share (an “
Initial Award
”). Subject to Section 5 below and Section 14 of the Plan, each Initial Award will vest monthly in 48 equal installments beginning with the first month following the grant date (on the same day of the month as the grant date and if there is no corresponding date, then the last day of the month) and continuing for each month thereafter, in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date.
(c)
Annual Awards
. Subject to Section 11 of the Plan, on the date of each Annual Meeting of the Company’s stockholders (the “
Annual Meeting
”) beginning with the 2016 Annual Meeting, each Outside Director who was a Director for the entire 6-month period preceding an Annual Meeting automatically will be granted a Nonstatutory Stock Option with a Black-Scholes value of approximately $125,000 or $175,000 in the case of the Non-Executive Chairman of the Board and the number of shares covered by such option rounded down to the nearest whole share (an “
Annual Award
”).
Subject to Section 5 below and Section 14 of the Plan, each Annual Award will fully vest on the earlier of (i) the 1-year anniversary of its grant date or (ii) the day prior to the next Annual Meeting, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date.
(d)
Terms Applicable to all Options Granted Under this Policy
. The per share exercise price for an Option granted under this Outside Director Compensation Policy will be 100% of the Fair Market Value on the grant date.
Each Outside Director’s reasonable, customary, and documented travel expenses to Board meetings will be reimbursed by the Company.
All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.
In the event that any recapitalization, stock split, reverse stock split, stock dividend, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to then outstanding Awards granted under this Policy as provided in the Plan. For the avoidance of doubt, the foregoing adjustment will not result in any adjustment to the Black-Scholes values as set forth in paragraphs 2(b) and 2(c) herein.
The Compensation Committee in its discretion may change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, for Awards of the same or different type granted on or after the date the Compensation Committee determines to make any such change or revision.