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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Abaxis, Inc. (delisted) | NASDAQ:ABAX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 83.00 | 82.85 | 83.01 | 0 | 01:00:00 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
California
|
77-0213001
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
3240 Whipple Road, Union City, California
|
94587
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, no par value
|
Nasdaq Global Select Market
|
Large accelerated filer
☒
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
Emerging growth company
☐
|
(Do not check if a smaller reporting company)
|
Page
|
||
PART III
|
||
Item 10.
|
4
|
|
Item 11.
|
7
|
|
Item 12.
|
33
|
|
Item 13.
|
35
|
|
Item 14.
|
36
|
|
PART IV
|
||
Item 15.
|
37
|
|
38
|
||
41
|
Name
|
Age
|
Title
|
||
Clinton H. Severson
|
70
|
Chairman of the Board and Chief Executive Officer
|
||
Vernon E. Altman(1)(3)
|
72
|
Director
|
||
Richard J. Bastiani, Ph.D.(1)(2)(3)
|
75
|
Director
|
||
Michael D. Casey(1)(2)(3)
|
72
|
Director
|
||
Henk J. Evenhuis(1)(3)
|
75
|
Director
|
||
Prithipal Singh, Ph.D.(1)(2)(3)
|
79
|
Director
|
||
Kenneth P. Aron, Ph.D.
|
65
|
Chief Technology Officer
|
||
Achim Henkel
|
60
|
Managing Director of Abaxis Europe GmbH
|
||
Ross Taylor
|
54
|
Chief Financial Officer, Vice President of Finance and Secretary
|
||
Craig M. Tockman, DVM
|
58
|
Vice President of Animal Health Sales and Marketing for North America
|
||
Donald P. Wood
|
66
|
President and Chief Operating Officer
|
(1)
|
Member of the Audit Committee
|
(2) |
Member of the Compensation Committee
|
(3) |
Member of the Nominating and Corporate Governance Committee
|
· |
Clinton H. Severson, Chief Executive Officer and Chairman of the Board (“CEO”)
|
· |
Ross Taylor, Chief Financial Officer, Vice President of Finance and Secretary
|
· |
Kenneth P. Aron, Ph.D., Chief Technology Officer
|
· |
Craig M. Tockman, DVM, Vice President of Animal Health Sales and Marketing for North America
|
· |
Donald P. Wood, President and Chief Operating Officer
|
· |
align our executive compensation with achievement of our strategic business objectives;
|
· |
align the interests of our executive officers with both short-term and long-term shareholder interests; and
|
· |
place a substantial portion of our executives’ compensation at risk such that actual compensation depends on overall company performance.
|
Compensation Element
|
Description and Purpose
|
Key Features
|
|||
Base Salary (fixed cash)
|
To provide a minimum fixed level of cash compensation that reflects fulfillment of day-to-day responsibilities, skills and experience.
|
Annual adjustments are based on both qualitative and quantitative factors such as: job level, responsibilities and prior experience and expertise, individual performance, future potential and competitive market practice and internal equity.
Reviewed annually for appropriate competitive range that is generally consistent with or below the median levels at peer companies.
|
|||
Annual Cash Incentive Bonus (at-risk cash)
|
To incentivize and reward contributions of executive officers in achieving strong financial, operating and strategic objectives during the fiscal year by meeting or exceeding the established goals.
To ensure a strong pay-for-performance culture, as payout is based on performance goals and not guaranteed.
To best align the interests of our executive officers with that of shareholders, represents the largest portion of total target cash compensation.
|
Amount of bonus compensation payout is based on a pre-determined formula that includes achievement of specified revenue and income before tax provision goals.
Target bonus opportunities are typically set to be above the median of targets at peer companies.
Performance goals are set and approved by the Compensation Committee in the first quarter of each year. Bonus payouts are capped at 200% of target.
|
Compensation Element
|
Description and Purpose
|
Key Features
|
|||
Long-Term Equity Compensation
|
To ensure strong performance, promote retention and align our executives’ long-term interests with shareholders’ long-term interests by ensuring that incentive compensation is linked to our long-term company performance.
To further link executive officers’ interests with those of our shareholders, as all equity compensation is paid in, and valued dependent upon the trading price of shares of, Abaxis stock.
|
Equity awards are typically granted in amounts above the median of equity awards at peer companies, as the majority of these awards are earned only if key performance goals are achieved and our executive officers remain in the service of Abaxis for the long term.
The size and composition of long-term incentive awards are determined annually by the Compensation Committee taking into account competitive total direct compensation pay positioning guidelines using market reference data to a compensation peer group, along with the individual executive officer’s level of responsibilities, ability to contribute to and influence our long-term results and individual performance.
|
|||
Time-Based Restricted Stock Units (RSUs)
|
RSUs promote stability and retention of our executive officers over the long term as the equity award gives our executive officers the right to receive shares of Abaxis on a specified future date, subject to vesting based on their continued service with us.
To align the interests of executive officers and shareholders as executive officers will realize a higher value from RSUs from an increasing stock price.
|
In fiscal 2018, RSUs represented approximately 35%-36% of an executive officer’s annual long-term incentive opportunity based on the value of the awards as reported in the Summary Compensation Table.
RSUs vest annually over a four-year service period which is heavily weighted to the fourth anniversary of the date of grant, subject to an executive officer’s continued service through such date.
Paid out in shares of Abaxis common stock upon vesting.
|
|||
Performance-Based Restricted Stock Units (PSUs)
|
PSUs give the recipient the right to receive shares of Abaxis stock on a specified future date, subject to vesting based on achievement of annual Company performance goals and continued service with us.
To further align the interests of executive officers and shareholders as executive officers will realize value from PSUs only if performance goals are achieved and if so, will realize a higher value from PSUs from an increasing stock price.
|
In fiscal 2018, PSUs represented approximately 64%-65% of an executive officer’s annual long-term incentive opportunity based on the value of the awards as reported in the Summary Compensation Table.
PSUs vest upon achieving annual financial targets and subject to an executive officer continued service through the third and fourth anniversary of the date of grant.
Paid out in shares of Abaxis common stock upon vesting, with the payout ranging from 0% to 100% of award, depending on the extent to which the predetermined performance goals have been achieved.
|
Performance Metric
(and Weighting)
|
Target
Performance
Goal
|
Achievement
Threshold (1)
|
Actual
Achievement
as a Percentage
of Target
|
Payout
Percentage (2)
|
|||||||||||
Revenues (50% Weight)
|
|||||||||||||||
•
|
Revenues worldwide (3)
|
$250.6 million
|
90
|
%
|
98
|
%
|
90
|
%
|
|||||||
•
|
Revenues for North America veterinary market and revenues from Latin America and the U.S. Government (4)
|
$169.3 million
|
90
|
%
|
96
|
%
|
80
|
%
|
|||||||
Income from continuing operations before income tax provision (50% Weight) (5)
|
$44.3 million
|
90
|
%
|
99
|
%
|
95
|
%
|
(1) |
“Threshold” refers to the minimum level of achievement of the target performance goal necessary to earn any bonus payout under the plan.
|
(2) |
The bonus payout percentage depends on the level of the performance metric achieved over the threshold. Additional information on bonus payment calculation is described in “Executive Compensation Components - Annual Cash Incentive Bonus—Bonus Calculations.”
|
(3) |
Revenues target for the Named Executive Officers (other than Dr. Tockman) were based on revenues worldwide.
|
(4) |
Revenues target for Dr. Tockman was based on revenues for the North America veterinary market and from Latin America and the U.S. Government.
|
(5) |
Actual achievement and the resulting payout percentage figures above reflect exclusion of expenses related to due diligence and legal expenses that occurred in connection with Zoetis’ acquisition of Abaxis from November 2017 to January 2018, pursuant to the terms of our management incentive plan for fiscal 2018, thereby increasing actual fiscal 2018 income from continuing operations before income tax provision by $0.6 million.
|
Performance Metric
(and Weighting)
|
Performance
Goal
|
Performance-Based Vesting Schedule
|
Service-Based
Vesting Date
|
Income from continuing operations before income tax provision
|
$39.9 million
|
• Achievement > performance goal, 50% vest
|
May 1, 2020
|
• Achievement > performance goal, 50% vest
|
May 1, 2021
|
||
Performance Metric
(and Weighting)
|
Actual
Performance
|
Actual Performance as a
Percentage of Performance Goal
|
Actual Performance Criteria
Vesting Percentage
|
Income from continuing operations before income tax provision
|
$43.4 million
|
109%
|
100%
|
Comparison Group Data
|
||||||||
Revenue
|
Market Capitalization
|
EBITDA (1)
|
Employees
|
|||||
Compensation Peer Group Range (2)
|
$64 million - $539 million
|
$168 million - $5,551 million
|
$(46) million - $100 million
|
168 – 3,600
|
||||
Compensation Peer Group Median (2)
|
$287 million
|
$837 million
|
$24 million
|
752
|
||||
Abaxis, Inc. (2)
|
$214 million
|
$1,028 million
|
$42 million
|
582
|
||||
(1) |
Represents earnings before interest, taxes, depreciation and amortization.
|
(2) |
Data is based on information at the time of the review of the executive and director compensation programs and development of the Compensation Peer Group in February 2016.
|
Named Executive Officer
|
Fiscal 2018
Base Salary
|
Fiscal 2018
Percent Increase
In Base Salary
from Fiscal 2017
|
||||||
Clinton H. Severson
|
$
|
575,000
|
0
|
%
|
||||
Ross Taylor
|
$
|
257,500
|
0
|
%
|
||||
Kenneth P. Aron, Ph.D.
|
$
|
298,700
|
0
|
%
|
||||
Craig M. Tockman, DVM
|
$
|
298,700
|
0
|
%
|
||||
Donald P. Wood
|
$
|
360,500
|
0
|
%
|
Named Executive Officer
|
Fiscal 2017
Target Bonus
|
Fiscal 2018
Target Bonus
|
Fiscal 2018
Target Bonus
Increase From
Fiscal 2017
|
|||||||||
Clinton H. Severson
|
$
|
850,000
|
$
|
850,000
|
0
|
%
|
||||||
Ross Taylor
|
$
|
500,000
|
$
|
500,000
|
0
|
%
|
||||||
Kenneth P. Aron, Ph.D.
|
$
|
500,000
|
$
|
500,000
|
0
|
%
|
||||||
Craig M. Tockman, DVM
|
$
|
500,000
|
$
|
500,000
|
0
|
%
|
||||||
Donald P. Wood
|
$
|
600,000
|
$
|
600,000
|
0
|
%
|
Fiscal 2018
|
Revenues Worldwide
|
Revenues from North America
Veterinary Market, Latin America
and the U.S. Government (1)
|
Income from Continuing Operations
Before Income Tax Provision (2)
|
|||||||||||||||||||||
(in millions)
|
Actual
|
Target
|
Actual
|
Target
|
Actual
|
Target
|
||||||||||||||||||
First quarter
|
$
|
58.3
|
$
|
59.0
|
$
|
39.6
|
$
|
40.0
|
$
|
9.8
|
$
|
8.7
|
||||||||||||
Second quarter
|
$
|
58.9
|
$
|
61.0
|
$
|
38.9
|
$
|
41.1
|
$
|
10.2
|
$
|
10.4
|
||||||||||||
Third quarter
|
$
|
59.7
|
$
|
61.0
|
$
|
38.0
|
$
|
40.1
|
$
|
10.0
|
$
|
10.4
|
||||||||||||
Fourth quarter
|
$
|
67.9
|
$
|
69.7
|
$
|
46.2
|
$
|
48.1
|
$
|
14.0
|
$
|
14.7
|
||||||||||||
Fiscal 2018
|
$
|
244.7
|
$
|
250.6
|
$
|
162.8
|
$
|
169.3
|
$
|
44.0
|
$
|
44.3
|
(1) |
Applicable for Dr. Tockman only, as Dr. Tockman is responsible for the North America market.
|
(2) |
The actual and target bonus levels for income from continuing operations before income tax provision include bonus expense, if earned. As described above, the actual level for income from continuing operations before income tax provision in the table also reflects the exclusion of expenses related to due diligence and legal expenses that occurred in connection with Zoetis’ acquisition of Abaxis from November 2017 to January 2018. With such expenses included, the fiscal 2018 actual income from continuing operations before income tax provision is $43.4 million.
|
Named Executive Officer
|
Total
Fiscal 2018
Bonus Awarded
|
Percentage of
Target Bonus
|
||||||
Clinton H. Severson
|
$
|
786,250
|
92.5
|
%
|
||||
Ross Taylor
|
$
|
462,500
|
92.5
|
%
|
||||
Kenneth P. Aron, Ph.D.
|
$
|
462,500
|
92.5
|
%
|
||||
Craig M. Tockman, DVM
|
$
|
437,500
|
87.5
|
%
|
||||
Donald P. Wood
|
$
|
555,000
|
92.5
|
%
|
Fiscal 2018 Long-Term
Equity Incentive Compensation
|
Type
|
Vesting
|
RSUs
|
Annual vesting over four years (5%, 10%, 15% and 70% on the first, second, third and fourth anniversary of the grant date, respectively)
|
|
PSUs
|
If performance goal is met, vesting on the third and fourth anniversary date of grant
|
Shares Issuable Upon
Settlement of
Fiscal 2018 PSUs
(as a percentage of target shares)
|
Performance Metric:
Income From Continuing Operations
Before Income Tax Provision
for the Year Ending March 31, 2018
|
Vesting Date
|
50%
|
$39.9 million
|
May 1, 2020
|
50%
|
$39.9 million
|
May 1, 2021
|
Named Executive Officer
|
RSUs Granted in
Fiscal 2018 (#)
|
PSUs Granted in
Fiscal 2018
Target Shares (#)
|
||||||
Clinton H. Severson
|
19,000
|
36,000
|
||||||
Ross Taylor
|
9,000
|
16,000
|
||||||
Kenneth P. Aron, Ph.D.
|
9,000
|
16,000
|
||||||
Craig M. Tockman, DVM
|
9,000
|
16,000
|
||||||
Donald P. Wood
|
9,000
|
16,000
|
Named Executive Officer
|
RSUs Granted in
Fiscal 2019 (#)
|
PSUs Granted in
Fiscal 2019
Target Shares (#)
|
||||||
Clinton H. Severson
|
19,000
|
36,000
|
||||||
Ross Taylor
|
9,000
|
16,000
|
||||||
Kenneth P. Aron, Ph.D.
|
9,000
|
16,000
|
||||||
Craig M. Tockman, DVM
|
9,000
|
16,000
|
||||||
Donald P. Wood
|
9,000
|
16,000
|
Position
|
Stock Ownership Guideline
|
Chief Executive Officer
|
7x base salary
|
Executive Officers (other than the Chief Executive Officer)
|
3x base salary
|
Directors
|
5x annual cash retainer
|
THE COMPENSATION COMMITTEE
|
|
Richard J. Bastiani, Ph.D., Chairman
|
|
Michael D. Casey
|
|
Prithipal Singh, Ph.D.
|
(1) |
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Abaxis under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in any such filing.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) (2)(3)
|
Non-Equity
Incentive Plan
Compensation
($) (4)
|
All Other
Compensation
($) (5)
|
Total
($)
|
||||||||||||||||||||
Clinton H. Severson
|
2018
|
575,000
|
2,521,200
|
786,251
|
14,818
|
(6
|
)
|
3,897,269
|
|||||||||||||||||||
Chief Executive Officer and
|
2017
|
571,346
|
-
|
3,231,980
|
616,251
|
12,493
|
(6
|
)
|
4,432,070
|
||||||||||||||||||
Chairman of the Board (1)
|
2016
|
542,115
|
-
|
3,029,400
|
776,000
|
13,679
|
(6
|
)
|
4,361,194
|
||||||||||||||||||
Ross Taylor
(7)
|
2018
|
257,500
|
1,146,000
|
462,500
|
30,035
|
(8
|
)
|
1,896,035
|
|||||||||||||||||||
Chief Financial Officer,
|
2017
|
256,731
|
-
|
1,141,180
|
362,500
|
26,230
|
(8
|
)
|
1,786,641
|
||||||||||||||||||
Vice President of Finance and
|
2016
|
239,808
|
-
|
1,377,000
|
412,250
|
25,044
|
(8
|
)
|
2,054,102
|
||||||||||||||||||
Secretary
|
|||||||||||||||||||||||||||
Kenneth P. Aron, Ph.D
.
|
2018
|
298,700
|
1,146,000
|
462,500
|
30,487
|
(9
|
)
|
1,937,687
|
|||||||||||||||||||
Chief Technology Officer
|
2017
|
297,808
|
-
|
1,141,180
|
362,500
|
26,791
|
(9
|
)
|
1,828,279
|
||||||||||||||||||
2016
|
289,808
|
-
|
1,817,640
|
412,250
|
26,895
|
(9
|
)
|
2,546,593
|
|||||||||||||||||||
Craig M. Tockman, DVM
|
2018
|
298,700
|
1,146,000
|
437,500
|
30,523
|
(10
|
)
|
1,912,723
|
|||||||||||||||||||
Vice President of Animal Health
|
2017
|
297,808
|
-
|
1,141,180
|
362,500
|
26,681
|
(10
|
)
|
1,828,169
|
||||||||||||||||||
Sales and Marketing for
|
2016
|
284,962
|
-
|
1,817,640
|
412,251
|
26,768
|
(10
|
)
|
2,541,621
|
||||||||||||||||||
North America
|
|||||||||||||||||||||||||||
Donald P. Wood
|
2018
|
360,500
|
1,146,000
|
555,000
|
23,208
|
(11
|
)
|
2,084,708
|
|||||||||||||||||||
President and
|
2017
|
359,423
|
-
|
1,141,180
|
435,000
|
20,304
|
(11
|
)
|
1,955,907
|
||||||||||||||||||
Chief Operating Officer
|
2016
|
348,462
|
-
|
1,817,640
|
509,250
|
21,090
|
(11
|
)
|
2,696,442
|
||||||||||||||||||
Named Executive Officer
|
Base Salary
As a Percentage of
Total Compensation (1)
|
Annual Cash
Incentive Bonus
As a Percentage of
Total Compensation (1)
|
||||||
Clinton H. Severson
|
15
|
%
|
20
|
%
|
||||
Ross Taylor
|
14
|
%
|
24
|
%
|
||||
Kenneth P. Aron, Ph.D.
|
15
|
%
|
24
|
%
|
||||
Craig M. Tockman, DVM
|
16
|
%
|
23
|
%
|
||||
Donald P. Wood
|
17
|
%
|
27
|
%
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
All Other
Stock
Awards:
Number
of Shares
of Stock
|
Grant
Date Fair
Value of
Stock and
Option
|
||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or Units
(#) (3)
|
Awards
($) (4)
|
||||||||||||||||||||||||
Clinton H. Severson
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
212,500
|
850,000
|
1,700,000
|
||||||||||||||||||||||||||||||
RSUs
|
5/1/2017
|
19,000
|
870,960
|
||||||||||||||||||||||||||||||
PSUs
|
5/1/2017
|
0
|
36,000
|
36,000
|
1,650,240
|
||||||||||||||||||||||||||||
Ross Taylor
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
125,000
|
500,000
|
1,000,000
|
||||||||||||||||||||||||||||||
RSUs
|
5/1/2017
|
9,000
|
412,560
|
||||||||||||||||||||||||||||||
PSUs
|
5/1/2017
|
0
|
16,000
|
16,000
|
733,440
|
||||||||||||||||||||||||||||
Kenneth P. Aron, Ph.D.
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
125,000
|
500,000
|
1,000,000
|
||||||||||||||||||||||||||||||
RSUs
|
5/1/2017
|
9,000
|
412,560
|
||||||||||||||||||||||||||||||
PSUs
|
5/1/2017
|
0
|
16,000
|
16,000
|
733,440
|
||||||||||||||||||||||||||||
Craig M. Tockman, DVM
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
125,000
|
500,000
|
1,000,000
|
||||||||||||||||||||||||||||||
RSUs
|
5/1/2017
|
9,000
|
412,560
|
||||||||||||||||||||||||||||||
PSUs
|
5/1/2017
|
0
|
16,000
|
16,000
|
733,440
|
||||||||||||||||||||||||||||
Donald P. Wood
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
150,000
|
600,000
|
1,200,000
|
||||||||||||||||||||||||||||||
RSUs
|
5/1/2017
|
9,000
|
412,560
|
||||||||||||||||||||||||||||||
PSUs
|
5/1/2017
|
0
|
16,000
|
16,000
|
733,440
|
(1) |
Actual cash performance bonuses, which were approved by the Board of Directors (with Mr. Severson abstaining) upon recommendation by the Compensation Committee based on achievement of corporate financial performance goals for fiscal 2018, were paid within one month following the end of the quarter upon achieving the established quarterly revenues and/or quarterly income before income tax provision goals. Actual cash performance bonuses are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. “Threshold” refers to the minimum amount of annual bonus payable for a certain level of performance under the plan.
|
(2) |
Awards consist of PSUs granted under, and are subject to, the terms of our 2014 Equity Incentive Plan. PSUs were subject to vesting only if both of the Performance Vesting Condition and the Service Vesting Condition were satisfied as follows:
|
(3) |
Awards consist of RSUs granted under, and are subject to, the terms of our 2014 Equity Incentive Plan. The four-year time-based vesting terms of the RSUs are as follows, assuming continuous employment: 5% of the shares vest after the first year; 10% of the shares vest after the second year; 15% of the shares vest after the third year; and 70% of the shares vest after the fourth year. Additional information on PSUs granted is described above in “Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Equity Incentive Compensation—Fiscal 2018 Equity Incentive Grants.”
|
(4) |
Represents the fair value of the RSUs and PSUs on the date of grant, pursuant to ASC 718. See Note 15 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on May 30, 2018, for additional information.
|
Stock Awards
|
|||||||||||
Name
|
Grant
Date
|
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
|
Market Value of
Shares or
Units of
Stock
That Have
Not Vested
($) (1)
|
||||||||
Clinton H. Severson
|
4/28/2014
|
13,300
|
(2
|
)
|
939,246
|
||||||
4/28/2014
|
18,000
|
(3
|
)
|
1,271,160
|
|||||||
5/4/2015
|
16,150
|
(2
|
)
|
1,140,513
|
|||||||
5/4/2015
|
36,000
|
(3
|
)
|
2,542,320
|
|||||||
5/2/2016
|
18,050
|
(2
|
)
|
1,274,691
|
|||||||
5/2/2016
|
51,000
|
(3
|
)
|
3,601,620
|
|||||||
5/1/2017
|
19,000
|
(2
|
)
|
1,341,780
|
|||||||
5/1/2017
|
36,000
|
(3
|
)
|
2,542,320
|
|||||||
Ross Taylor
|
10/23/2014
|
7,000
|
(2
|
)
|
494,340
|
||||||
5/4/2015
|
7,650
|
(2
|
)
|
540,243
|
|||||||
5/4/2015
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
5/2/2016
|
8,550
|
(2
|
)
|
603,801
|
|||||||
5/2/2016
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
5/1/2017
|
9,000
|
(2
|
)
|
635,580
|
|||||||
5/1/2017
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
Kenneth P. Aron, Ph.D.
|
4/28/2014
|
6,300
|
(2
|
)
|
444,906
|
||||||
4/28/2014
|
12,000
|
(3
|
)
|
847,440
|
|||||||
5/4/2015
|
7,650
|
(2
|
)
|
540,243
|
|||||||
5/4/2015
|
24,000
|
(3
|
)
|
1,694,880
|
|||||||
5/2/2016
|
8,550
|
(2
|
)
|
603,801
|
|||||||
5/2/2016
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
5/1/2017
|
9,000
|
(2
|
)
|
635,580
|
|||||||
5/1/2017
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
Craig M. Tockman, DVM
|
4/28/2014
|
6,300
|
(2
|
)
|
444,906
|
||||||
4/28/2014
|
8,000
|
(3
|
)
|
564,960
|
|||||||
5/4/2015
|
7,650
|
(2
|
)
|
540,243
|
|||||||
5/4/2015
|
24,000
|
(3
|
)
|
1,694,880
|
|||||||
5/2/2016
|
8,550
|
(2
|
)
|
603,801
|
|||||||
5/2/2016
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
5/1/2017
|
9,000
|
(2
|
)
|
635,580
|
|||||||
5/1/2017
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
Donald P. Wood
|
4/28/2014
|
6,300
|
(2
|
)
|
444,906
|
||||||
4/28/2014
|
12,000
|
(3
|
)
|
847,440
|
|||||||
5/4/2015
|
7,650
|
(2
|
)
|
540,243
|
|||||||
5/4/2015
|
24,000
|
(3
|
)
|
1,694,880
|
|||||||
5/2/2016
|
8,550
|
(2
|
)
|
603,801
|
|||||||
5/2/2016
|
16,000
|
(3
|
)
|
1,129,920
|
|||||||
5/1/2017
|
9,000
|
(2
|
)
|
635,580
|
|||||||
5/1/2017
|
16,000
|
(3
|
)
|
1,129,920
|
(1) |
The value of the equity award is based on the closing price of our common stock of $70.62 on March 30, 2018, the last day of trading for our fiscal year ended March 31, 2018 as reported on the Nasdaq Global Market.
|
(2) |
The four-year vesting terms of the RSUs are as follows, assuming continuous employment: 5% of the shares vest after the first year; 10% of the shares vest after the second year; 15% of the shares vest after the third year; and 70% of the shares vest after the fourth year. Additional information on RSUs granted during fiscal 2018 is described above in “Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Equity Incentive Compensation—Fiscal 2018 Equity Incentive Grants.”
|
(3) |
The RSUs vest upon satisfying both performance and service criteria. On April 25, 2018, the Compensation Committee determined that Abaxis’ income from continuing operations before income tax provision for fiscal 2018 was above of the performance target and accordingly, because the performance criteria were achieved during fiscal 2018, the FY2018 PSUs became eligible to vest in full, if each executive officer provides continuous employment through the vest date on the third and fourth year following the date of grant.
|
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
($) (1)
|
||||||
Clinton H. Severson
|
37,000
|
1,699,880
|
||||||
Ross Taylor
|
2,850
|
137,364
|
||||||
Kenneth P. Aron, Ph.D.
|
21,000
|
964,440
|
||||||
Craig M. Tockman, DVM
|
14,550
|
680,658
|
||||||
Donald P. Wood
|
21,000
|
964,440
|
(1) |
The value realized on vesting of RSUs equals the fair market value of our common stock on the settlement date, multiplied by the number of shares that vested.
|
· |
on the 60th day after the termination date, a lump sum cash payment equal to two times the sum of the participant’s annual base salary and the participant’s target annual bonus amount for the year in which the change of control occurs;
|
· |
payment of up to 24 months of premiums for medical, dental and vision benefits, provided, however, that if the participant becomes eligible to receive comparable benefits under another employer’s plan, our benefits will be secondary to those provided under such other plan;
|
· |
reimbursement, on a monthly basis, of up to 24 months of premiums for disability and life insurance benefits if the participant elects to convert his or her disability and/or life insurance benefits under our plans into individual policies following termination;
|
· |
for a participant who joined the Severance Plan on or after May 2014, full vesting of all equity awards;
|
· |
for a participant who joined the Severance Plan on or after May 2014, a “better after tax” provision providing that any payment or benefit the participant may receive that would be a “parachute payment” within the meaning of 280G of the Code subject to an excise tax imposed under Section 4999 of the Code (the “Excise Tax”) will be either paid in full and subject to such Excise Tax or cut back to an amount that will not trigger the Excise Tax, whichever results in the greatest economic benefit to the participant; and
|
· |
for a participant who joined the Severance Plan prior to May 2014, payment of an amount equal to any Excise Tax, as well as a payment in reimbursement of Excise Taxes and income taxes arising from the initial Excise Tax payment, provided, however, that payment of such amount is capped at $1,000,000 per participant.
|
Executive Benefits and Payments Upon Separation
|
Involuntary
Termination (1)
|
Change In Control
(No Termination)
|
Involuntary
Termination Without
Cause Following a
Change In Control (2)
|
|||||||||||||||
Clinton H. Severson
|
||||||||||||||||||
Salary and bonus
|
$
|
2,850,000
|
-
|
$
|
2,850,000
|
|||||||||||||
Vesting of RSUs
|
$
|
4,696,230
|
(3
|
)
|
$
|
4,696,230
|
(3
|
)
|
$
|
4,696,230
|
(3
|
)
|
||||||
Vesting of PSUs
|
$
|
9,957,420
|
(3
|
)
|
$
|
9,957,420
|
(3
|
)
|
$
|
9,957,420
|
(3
|
)
|
||||||
Health and welfare benefits
|
$
|
16,074
|
(4
|
)
|
-
|
$
|
16,074
|
(4
|
)
|
|||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5
|
)
|
||||||||||||
Total
|
$
|
17,519,724
|
$
|
14,653,650
|
$
|
17,519,724
|
||||||||||||
Ross Taylor
|
||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,515,000
|
||||||||||||||
Vesting of RSUs
|
-
|
-
|
$
|
2,273,964
|
(3
|
)
|
||||||||||||
Vesting of PSUs
|
-
|
-
|
$
|
3,389,760
|
(3
|
)
|
||||||||||||
Health and welfare benefits
|
-
|
-
|
$
|
46,124
|
(6
|
)
|
||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
-
|
(7 | ) | |||||||||||||
Total
|
-
|
-
|
$
|
7,224,848
|
(8
|
)
|
||||||||||||
Kenneth P. Aron, Ph.D.
|
||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,597,400
|
||||||||||||||
Vesting of RSUs
|
-
|
$
|
2,224,530
|
(3
|
)
|
$
|
2,224,530
|
(3
|
)
|
|||||||||
Vesting of PSUs
|
-
|
$
|
4,802,160
|
(3
|
)
|
$
|
4,802,160
|
(3
|
)
|
|||||||||
Health and welfare benefits
|
-
|
-
|
$
|
46,808
|
(6
|
)
|
||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5
|
)
|
||||||||||||
Total
|
-
|
$
|
7,026,690
|
$
|
8,670,898
|
|||||||||||||
Craig M. Tockman, DVM
|
||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,597,400
|
||||||||||||||
Vesting of RSUs
|
-
|
-
|
$
|
2,224,530
|
(3
|
)
|
||||||||||||
Vesting of PSUs
|
-
|
-
|
$
|
4,519,680
|
(3
|
)
|
||||||||||||
Health and welfare benefits
|
-
|
-
|
$
|
47,102
|
(6
|
)
|
||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
-
|
(7
|
) | |||||||||||||
Total
|
-
|
-
|
$
|
8,388,712
|
(8
|
)
|
||||||||||||
Donald P. Wood
|
||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,921,000
|
||||||||||||||
Vesting of RSUs
|
-
|
$
|
2,224,530
|
(3
|
)
|
$
|
2,224,530
|
(3
|
)
|
|||||||||
Vesting of PSUs
|
-
|
$
|
4,802,160
|
(3
|
)
|
$
|
4,802,160
|
(3
|
)
|
|||||||||
Health and welfare benefits
|
-
|
-
|
$
|
32,200
|
(6
|
)
|
||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5
|
)
|
||||||||||||
Total
|
-
|
$
|
7,026,690
|
$
|
8,979,890
|
(1) |
The amounts listed for Mr. Severson are payments upon a termination without cause or upon his resignation for good reason, and are based on the aggregate of two years of salary, bonus, unvested RSUs, unvested PSUs and benefits if his employment with us is terminated for any reason other than cause or if he resigns for good reason (as defined in Mr. Severson’s amended and restated employment agreement effective October 2010).
|
(2) |
Amounts assume that the Named Executive Officer was terminated without cause or due to constructive termination during the 18-month period following a change in control.
|
(3) |
The values of the RSUs and PSUs assume that the market price per share of our common stock on the date of termination of employment was equal to the closing price of our common stock of $70.62 on March 30, 2018, the last day of trading for our fiscal year ended March 31, 2018 as reported on the Nasdaq Global Market.
|
(4) |
Health and welfare benefits include payment of 24 months of premiums for medical, dental, vision, disability, life insurance and long-term care benefits.
|
(5) |
For purposes of computing the Excise Tax reimbursement and related gross up payments, base amount calculations are based on the Named Executive Officer’s taxable wages for fiscal years 2014 through 2018. No Excise Tax reimbursement or related gross up is estimated for Mr. Severson, Dr. Aron or Mr. Wood because the payment or benefit they may receive that would be a “parachute payment” within the meaning of 280G of the Code is estimated to be less than the Code safe harbor limit and thus not subject to Excise Tax.
|
(6) |
Health and welfare benefits include payment of 24 months of premiums for medical, dental, vision, disability and life insurance benefits.
|
(7) |
Mr. Taylor and Dr. Tockman do not receive an excise tax reimbursement or related gross-up benefit.
|
(8) |
Pursuant to the “best after tax” provision of the Severance Plan, as adjusted by each of Mr. Taylor’s and Dr. Tockman’s respective offer letters, any payment or benefit each may receive that would be a “parachute payment” within the meaning of 280G of the Code subject to an Excise Tax imposed under Section 4999 of the Code will be either paid in full and subject to such Excise Tax or cut back to an amount that will not trigger the Excise Tax, whichever results in the greatest economic benefit to the participant. Based on this provision, Mr. Taylor would have received the greatest economic benefit to receive his full severance amount and personally pay his Excise Tax liability. Dr. Tockman would have received the greatest economic benefit by reducing his payment of approximately $97,000. The estimated Excise Tax liability that Mr. Taylor and Dr. Tockman would have been responsible for personally paying was $579,000 and $559,000, respectively.
|
• |
To determine our total population of employees, we included all full-time employees as of March 31, 2018.
|
• |
To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s fiscal 2018 base salary (using the hours worked and overtime actually paid during fiscal 2018 for hourly employees and actual salary paid for our remaining employees), annual cash incentive awards earned during fiscal 2018, and the value of equity awards granted in fiscal 2018 using the same methodology we use
for estimating the value of the equity awards granted to our named executive officers and reported in our Summary Compensation Table
.
|
• |
In making this determination, compensation of employees who were employed by us for less than the entire calendar year were not annualized.
|
• |
Compensation paid in foreign currencies was converted to U.S. dollars based on the average exchange rates during fiscal 2018
|
Name (1)
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($) (2) (3)
|
Total
($)
|
|||||||||
Vernon E. Altman
|
37,750
|
252,120
|
289,870
|
|||||||||
Richard J. Bastiani, Ph.D.
|
38,250
|
252,120
|
290,370
|
|||||||||
Michael D. Casey
|
30,750
|
252,120
|
282,870
|
|||||||||
Henk J. Evenhuis
|
42,250
|
252,120
|
294,370
|
|||||||||
Prithipal Singh, Ph.D.
|
36,750
|
252,120
|
288,870
|
(1) |
Clinton H. Severson, our Chief Executive Officer and Director, is not included in this table as he is an employee of Abaxis and receives no compensation for his services as a director. The compensation received by Mr. Severson as an employee is shown in the “Summary Compensation Table” above.
|
(2) |
Each non-employee director listed in the table above was granted an award of 5,500 RSUs on May 1, 2017 under our 2014 Plan. Amounts listed in this column represent the grant date fair value of the awards in accordance with ASC 718. Amounts shown do not reflect whether the non-employee director has actually realized a financial benefit from the awards (such as by vesting in a RSU award). For a discussion of the assumptions used in determining the fair value of awards of RSUs in the above table, see Note 15 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on May 30, 2018. No stock awards were forfeited by our non-employee directors during fiscal 2018.
|
(3) |
As of March 31, 2018, each of our non-employee directors held 5,500 shares subject to outstanding RSUs.
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
Shares
Beneficially
Owned
|
Percent of
Abaxis
Common Stock
Beneficially
Owned (1)
|
||||||
5% Holders:
|
||||||||
Brown Capital Management, LLC (3)
|
1,104,822
|
4.83
|
%
|
|||||
Kayne Anderson Rudnick Investment Management, LLC (4)
|
3,664,960
|
16.02
|
%
|
|||||
PRIMECAP Management Company (5)
|
2,217,300
|
9.69
|
%
|
|||||
BlackRock, Inc. (6)
|
2,828,850
|
12.37
|
%
|
|||||
The Vanguard Group, Inc. (7)
|
2,075,656
|
9.08
|
%
|
|||||
Named Executive Officers: (2)
|
||||||||
Clinton H. Severson +
|
584,041
|
2.55
|
%
|
|||||
Kenneth P. Aron, Ph.D. (8)
|
115,499
|
0.51
|
%
|
|||||
Donald P. Wood
|
65,551
|
0.29
|
%
|
|||||
Craig M. Tockman, DVM
|
25,678
|
0.11
|
%
|
|||||
Ross Taylor
|
15,500
|
0.07
|
%
|
|||||
Outside Directors: (2)
|
||||||||
Richard J. Bastiani, Ph.D. (9)
|
57,700
|
0.25
|
%
|
|||||
Prithipal Singh, Ph.D.
|
26,500
|
0.12
|
%
|
|||||
Michael D. Casey
|
29,200
|
0.13
|
%
|
|||||
Vernon E. Altman
|
32,303
|
0.14
|
%
|
|||||
Henk J. Evenhuis
|
18,900
|
0.08
|
%
|
|||||
Executive officers and directors as a group
(11 persons)
|
1,040,822
|
4.55
|
%
|
(1) |
The percentages shown in this column are calculated based on 22,870,967 shares of common stock outstanding on June 26, 2018 and include shares of common stock that such person or group had the right to acquire on or within sixty days after that date, including, but not limited to, upon the vesting of RSUs and PSUs.
|
(2) |
The business address of the beneficial owners listed is c/o Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587.
|
(3) |
Based on information set forth in a Schedule 13G/A filed with the SEC on June 8, 2018 by Brown Capital Management, LLC, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reporting sole power to vote and dispose of 868,218 and 1,104,822, of the reported shares, respectively. All of the reported shares are owned by various investment advisory clients of Brown Capital Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Exchange Act, due to its discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. The business address for Brown Capital Management, LLC is 1201 North Calvert Street, Baltimore, MD 21202.
|
(4) |
Based on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2018 by Kayne Anderson Rudnick Investment Management, LLC, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reporting sole power to vote and dispose of 2,098,660 of the reported shares and shared power to vote and dispose of 1,566,300 of the reported shares. The business address for Kayne Anderson Rudnick Investment Management, LLC is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067.
|
(5) |
Based on information set forth in a Schedule 13G/A filed with the SEC on February 27, 2018 by PRIMECAP Management Company, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and a church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 reporting sole power to vote and dispose of 2,066,300 and 2,217,300 of the reported shares, respectively. The business address for PRIMECAP Management Company is 177 E. Colorado Boulevard, 11th Floor, Pasadena, CA 91105.
|
(6) |
Based on information set forth in a Schedule 13G/A filed with the SEC on January 19, 2018 by BlackRock, Inc., a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), reporting sole power to vote and dispose of 2,775,662 and 2,828,850 of the reported shares, respectively. The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055
.
|
(7) |
Based on information set forth in a Schedule 13G/A filed with the SEC on February 8, 2018 by The Vanguard Group, Inc., an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reporting sole power to vote and dispose of 42,572 and 2,031,580 of the reported shares, respectively; and shared power to vote and dispose of 3,202 and 44,076 of the reported shares, respectively. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 40,874 of the reported shares and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 4,900 of the reported shares. The business address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355.
|
(8) |
Includes:
|
· |
114,999 shares held by Dr. Aron; and
|
· |
500 shares held by Mrs. Aron’s IRA.
|
(9) |
Includes:
|
· |
57,400 shares held by Dr. Bastiani; and
|
· |
300 shares held by Dr. Bastiani’s wife.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (1)
|
||||||||||
Equity compensation plans approved by our shareholders:
|
|||||||||||||
Equity Incentive Plan (2)
|
1,132,509
|
$
|
0.00
|
(3
|
)
|
990,699
|
|||||||
Equity compensation plans not approved by our shareholders:
|
|||||||||||||
Warrants to purchase common stock
|
—
|
—
|
—
|
||||||||||
Total:
|
1,132,509
|
$
|
0.00
|
(3
|
)
|
990,699
|
(1) |
The shares are available for award grant purposes under the 2014 Plan and exclude shares listed under the column “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.”
|
(2) |
The 2014 Plan, which was approved by our shareholders on October 22, 2014, is the successor to and continuation of the 2005 Plan.
|
(3) |
Represents outstanding and unvested RSU and PSU awards for which there is no exercise price.
|
Year Ended March 31,
|
||||||||
2018
|
2017
|
|||||||
Audit Fees (1)
|
$
|
889,000
|
$
|
782,000
|
||||
Audit-Related Fees (2)
|
45,000
|
28,000
|
||||||
Tax Fees
|
—
|
—
|
||||||
All Other Fees
|
—
|
—
|
||||||
Total All Fees
|
$
|
934,000
|
$
|
810,000
|
(1) |
Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly condensed consolidated financial statements, including attestation services related to Section 404 of the Sarbanes-Oxley Act of 2002.
|
(2) |
Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” In fiscal 2018, services included attestation services related to Abaxis’ tax deferral savings plan and financial due diligence services related to the Merger with Zoetis. In fiscal 2017, services included attestation services related to Abaxis’ tax deferral savings plan.
|
1. |
Financial Statements - The Financial Statements required by this item are listed on the Index to Consolidated Financial Statements in Part II, Item 8 of the Original 10-K.
|
2. |
Financial Statement Schedules –
|
· |
Schedule II – Valuation and Qualifying Accounts and Reserves is included in the Original 10-K.
|
· |
Other financial statement schedules are not included because they are not required or the information is otherwise shown in the consolidated financial statements or notes thereto.
|
3. |
Exhibits - The exhibits listed below on the Exhibit Index are filed as part of, or are incorporated by reference into, this report.
|
Exhibit No.
|
Description of Document
|
Agreement and Plan of Merger, dated as of May 15, 2018, by and among Zoetis Inc., Zeus Merger Sub, Inc. and Abaxis, Inc. (filed with the Securities and Exchange Commission on May 16, 2018 as Exhibit 2.1 to our Current Report on Form 8-K and incorporated herein by reference).
|
|
Amended and Restated Articles of Incorporation, as amended (filed with the Securities and Exchange Commission on May 30, 2014 as Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and incorporated herein by reference).
|
|
By-laws, as amended (filed with the Securities and Exchange Commission on May 30, 2014 as Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and incorporated herein by reference).
|
|
Lease Agreement with Principal Development Investors, LLC, dated June 21, 2000 (filed with the Securities and Exchange Commission on January 10, 2001 as Exhibit 10.10 to our Registration Statement on Form S-3 and incorporated herein by reference).
|
|
Amended and Restated Executive Employment Agreement with Mr. Clinton H. Severson, dated October 27, 2010 (filed with the Securities and Exchange Commission on February 9, 2011 as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 and incorporated herein by reference).
|
|
2005 Equity Incentive Plan, as amended and restated through November 8, 2012 (filed with the Securities and Exchange Commission on February 11, 2013 as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 and incorporated herein by reference).
|
|
Form of Notice of Grant of Restricted Stock Units (time vesting) under the 2005 Equity Incentive Plan (filed with the Securities and Exchange Commission on June 14, 2013 as Exhibit 10.7 to our Annual Report on Form 10-K for the year ended March 31, 2013 and incorporated herein by reference).
|
|
Form of Notice of Grant of Restricted Stock Units (performance vesting) under the 2005 Equity Incentive Plan (filed with the Securities and Exchange Commission on June 14, 2013 as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended March 31, 2013 and incorporated herein by reference).
|
|
2014 Equity Incentive Plan, as amended (filed with the Securities and Exchange Commission on November 1, 2016 as Exhibit 10.1 to our Current Report on Form 8-K and incorporated herein by reference).
|
|
Forms of Restricted Stock Unit (time vesting) Grant Notice and Award Agreements under the Abaxis, Inc. 2014 Equity Incentive Plan (filed with the Securities and Exchange Commission on February 9, 2015 as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 and incorporated herein by reference).
|
|
Forms of Restricted Stock Unit (performance vesting) Grant Notice and Award Agreements under the Abaxis, Inc. 2014 Equity Incentive Plan (filed with the Securities and Exchange Commission on February 9, 2015 as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 and incorporated herein by reference).
|
|
Abaxis, Inc. Executive Change of Control Severance Plan, as amended as of December 23, 2008 (filed with the Securities and Exchange Commission on February 9, 2009 as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 and incorporated herein by reference).
|
|
Fiscal 2017 Base Salary and Target Bonus for the Named Executive Officers (filed with the Securities and Exchange Commission on April 28, 2016 as a part of our Current Report on Form 8-K and incorporated herein by reference, as amended and filed with the Securities and Exchange Commission on January 31, 2017 as a part of our Current Report on Form 8-K and incorporated herein by reference).
|
|
Form of Indemnity Agreement entered into by Abaxis, Inc. with each of its directors and executive officers (filed with the Securities and Exchange Commission on June 13, 2008 as Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and incorporated herein by reference).
|
|
Offer Letter Agreement between Abaxis, Inc. and Dean Ross Taylor, dated April 29, 2015 (filed with the Securities and Exchange Commission on May 4, 2015 as Exhibit 99.2 to our Current Report on Form 8-K and incorporated herein by reference).
|
|
Executive Employment Agreement, dated as of May 1, 2014, with Craig M. Tockman (filed with the Securities and Exchange Commission on August 11, 2014 as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference).
|
|
First Amendment to Lease Agreement with Principal Development Investors, LLC, dated as of August 28, 2000 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.23 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
|
Second Amendment to Lease Agreement with Principal Development Investors, LLC, dated as of November 20, 2000 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.24 with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
|
Third Amendment to Lease Agreement with Crossroads Technology Partners and Nearon Crossroads, LLC, as successors in interest to Principal Development Investors, LLC, dated as of April 10, 2002 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document (filed with the Securities and Exchange Commission on May 30, 2018 as Exhibit 101.LAB to the Original 10-K and incorporated herein by reference).
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed with the Securities and Exchange Commission on May 30, 2018 as Exhibit 101.PRE to the Original 10-K and incorporated herein by reference).
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (filed with the Securities and Exchange Commission on May 30, 2018 as Exhibit 101.DEF to the Original 10-K and incorporated herein by reference).
|
ABAXIS, INC.
|
||
By:
|
/s/ Clinton H. Severson
|
|
Clinton H. Severson
|
||
Chairman of the Board and
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Clinton H. Severson
|
Chief Executive Officer and Director
|
July 30, 2018
|
||
Clinton H. Severson
|
(Principal Executive Officer)
|
|||
/s/ Ross Taylor
|
Chief Financial Officer and Vice President of Finance
|
July 30, 2018
|
||
Ross Taylor
|
(Principal Financial and Accounting Officer)
|
|||
*
|
Director
|
July 30, 2018
|
||
Vernon E. Altman
|
||||
*
|
Director
|
July 30, 2018
|
||
Richard J. Bastiani, Ph.D.
|
||||
*
|
Director
|
July 30, 2018
|
||
Michael D. Casey
|
||||
*
|
Director
|
July 30, 2018
|
||
Henk J. Evenhuis
|
||||
*
|
Director
|
July 30, 2018
|
||
Prithipal Singh, Ph.D.
|
||||
*By:
|
/s/ Clinton H. Severson
|
|||
Clinton H. Severson
As Attorney-in-Fact
|
1 Year Abaxis, Inc. (delisted) Chart |
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