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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ekso Bionics Holdings Inc | NASDAQ:EKSO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.07 | -5.43% | 1.22 | 1.22 | 1.25 | 1.3591 | 1.24 | 1.30 | 57,636 | 22:49:00 |
☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Under § 240.14a-12
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1.
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To elect six persons to our Board of Directors, to serve until the annual meeting of stockholders to be held in 2022 and until their respective successors are elected and qualified, or until their earlier death, resignation or removal;
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2.
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To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in the Proxy Statement;
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3.
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To ratify the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2021; and
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4.
|
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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| |
By Order of the Board of Directors,
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|
| |
/s/ Jack Peurach
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| |
Jack Peurach
|
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| |
President and Chief Executive Officer
|
1.
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To elect six persons to our Board of Directors, to serve until the annual meeting of stockholders to be held in 2022 and until their respective successors are elected and qualified, or until their earlier death, resignation or removal;
|
2.
|
To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in this Proxy Statement;
|
3.
|
To ratify the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2021; and
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4.
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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•
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Over the Internet Before the Meeting. Go to the website of our tabulator, Broadridge, at www.proxyvote.com. Have your Notice of Internet Availability of Proxy Materials in hand (or, if you requested and received a paper or email copy of the proxy materials, have your Proxy Card in hand) when you access the website and follow the instructions to vote your shares. You must submit your internet proxy before 11:59 p.m., Eastern Time, on June 9, 2021, the day before the Meeting, for your proxy to be valid and your vote to count.
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•
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By Telephone. You may vote by mail if you request a copy of a form of Proxy Card to be mailed to you. In that case, call 1-800-579-1639. Have your Notice of Internet Availability of Proxy Materials in hand (or, if you requested and received a paper or email copy of the proxy materials, have your Proxy Card in hand) when you call. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on June 9, 2021, the day before the Meeting, for your proxy to be valid and your vote to count.
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•
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By Mail. You may vote by mail if you request a copy of a form of Proxy Card to be mailed to you. In that case, you must complete and sign your proxy card and mail it to Broadridge in the postage prepaid envelope that will be provided to you to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Broadridge must receive the proxy card not later than May 26, 2021, the day before the Meeting, for your proxy to be valid and your vote to count.
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•
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Electronically During the Meeting. You can vote electronically during the Meeting at www.virtualshareholdermeeting.com/EKSO2021.
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•
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You may cast a new vote by telephone or over the internet.
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•
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You may submit another properly completed proxy with a later date.
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•
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You may remove a previously submitted vote online at www.proxyvote.com.
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•
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You may attend the Meeting virtually via webcast and vote in person (although simply attending the Meeting will not, by itself, revoke your proxy).
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•
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FOR the election of each of the nominees for director (Proposal One);
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•
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FOR the approval of the compensation of our named executive officers (Proposal Two); and
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•
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FOR the ratification of OUM & Co., LLP as our independent auditors for the year ending December 31, 2021 (Proposal Three).
|
Name
|
| |
Age
|
| |
Position
|
Directors
|
| |
|
| |
|
Steven Sherman
|
| |
75
|
| |
Director and Chairman
|
Jack Peurach
|
| |
55
|
| |
Director, President and Chief Executive Officer
|
Charles Li, Ph.D.
|
| |
35
|
| |
Director
|
Stanley Stern
|
| |
63
|
| |
Director
|
Mary Ann Cloyd
|
| |
66
|
| |
Director
|
Rhonda A. Wallen
|
| |
54
|
| |
Director
|
Executive Officers (who are not also directors)
|
| |
|
| |
|
John F. Glenn
|
| |
59
|
| |
Chief Financial Officer and Secretary
|
Jason C. Jones
|
| |
49
|
| |
Vice President of Product Development
|
William Shaw
|
| |
47
|
| |
Chief Commercial Officer
|
•
|
appointing, evaluating, retaining, approving the compensation of, and assessing the independence of our independent auditor;
|
•
|
overseeing the work of our independent auditor, including through the receipt and consideration of certain reports from the independent auditor;
|
•
|
reviewing and discussing with management and the independent auditors our annual and quarterly financial statements and related disclosures;
|
•
|
monitoring our internal control over financial reporting, disclosure controls and procedures and the code of business conduct;
|
•
|
discussing our risk management policies;
|
•
|
establishing procedures for the receipt and retention of accounting related complaints and concerns;
|
•
|
developing and reviewing policies and procedures for reviewing and approving or ratifying related person transactions;
|
•
|
meeting independently with our internal audit staff, if any, independent auditors and management; and
|
•
|
preparing the Audit Committee Report required by Securities and Exchange Commission rules (which is included on page 25 of this Proxy Statement).
|
•
|
reviewing and approving (or, when the Compensation Committee deems it appropriate, recommending for approval by our Board of Directors) the compensation of our executive officers, including the Chief Executive Officer and our other executive officers;
|
•
|
overseeing the evaluation of our senior executives;
|
•
|
reviewing and making recommendations to our Board of Directors with respect to incentive-compensation and equity-based plans that are subject to Board approval;
|
•
|
approving tax-qualified, non-discriminatory employee benefit plans (and parallel nonqualified plans) for which stockholder approval is not sought and pursuant to which options or stock may be acquired by our officers, directors, employees or consultants;
|
•
|
reviewing and making recommendations to our Board of Directors with respect to director compensation; and
|
•
|
overseeing and administering our equity incentive plans.
|
•
|
identifying individuals qualified to become Board members;
|
•
|
recommending to our Board of Directors the persons to be nominated for election as directors and to each of the committees of our Board of Directors;
|
•
|
monitoring issues and developments related to matters of corporate governance; and
|
•
|
recommending to our Board of Directors, where appropriate, changes in corporate governance principles and practices.
|
Name and Principal
Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)(2)
|
| |
Total
($)
|
Jack Peurach
President and Chief
Executive Officer
|
| |
2020
|
| |
275,000
|
| |
82,500
|
| |
97,519
|
| |
—
|
| |
—
|
| |
9,224
|
| |
464,243
|
|
2019
|
| |
275,000
|
| |
—
|
| |
—
|
| |
385,604
|
| |
—
|
| |
—
|
| |
660,604
|
||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
||
John F. Glenn
Chief Financial Officer
|
| |
2020
|
| |
275,000
|
| |
44,000
|
| |
29,441
|
| |
—
|
| |
—
|
| |
13,000
|
| |
361,441
|
|
2019
|
| |
275,000
|
| |
—
|
| |
—
|
| |
116,408
|
| |
—
|
| |
6,016
|
| |
397,424
|
||
William Shaw(3)
Chief Commercial Officer
|
| |
2020
|
| |
275,000
|
| |
117,388
|
| |
35,880
|
| |
—
|
| |
—
|
| |
9,750
|
| |
438,018
|
(1)
|
The amounts in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of stock or stock options, as applicable, granted during the year computed in accordance with the provisions of FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 14 to our financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2019 and 2020.
|
(2)
|
This amount represents employer matching contribution made under our 401(k) retirement plan, paid in the form of shares of our Common Stock.
|
(3)
|
Mr. Shaw was appointed our Chief Commercial Officer on May 6, 2019.
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|
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|
| |
OPTION AWARDS
|
| |
|
| |
|
| |
STOCK AWARDS
|
||||||
|
| |
Option Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Equity
Incentive
Plan: Number
of Shares or
Units of Stock
That Have Not
Yet Vested
(#)
|
| |
Equity
Incentive Plan:
Market Value
of Shares or
Units of Stock
That Have Not
Yet Vested
($)
|
Jack Peurach
|
| |
1,452
|
| |
—
|
| |
—
|
| |
48.30
|
| |
1/18/2022
|
| |
—
|
| |
—
|
Jack Peurach
|
| |
477
|
| |
—
|
| |
—
|
| |
105.00
|
| |
1/15/2024
|
| |
—
|
| |
—
|
Jack Peurach
|
| |
619
|
| |
—
|
| |
—
|
| |
85.50
|
| |
5/24/2026
|
| |
—
|
| |
—
|
Jack Peurach
|
| |
1,667
|
| |
—
|
| |
—
|
| |
34.05
|
| |
7/5/2027
|
| |
—
|
| |
—
|
Jack Peurach
|
| |
34,375
|
| |
15,625(1)
|
| |
—
|
| |
27.30
|
| |
8/6/2028
|
| |
—
|
| |
—
|
Jack Peurach
|
| |
14,355
|
| |
38,645(2)
|
| |
—
|
| |
9.15
|
| |
11/6/2029
|
| |
—
|
| |
—
|
Jack Peurach
|
| |
—
|
| |
—(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
26,500
|
| |
2.76
|
John F. Glenn
|
| |
15,556
|
| |
11,111(3)
|
| |
—
|
| |
40.20
|
| |
8/31/2028
|
| |
—
|
| |
—
|
John F. Glenn
|
| |
4,334
|
| |
11,666(2)
|
| |
—
|
| |
9.15
|
| |
11/6/2029
|
| |
—
|
| |
—
|
John F. Glenn
|
| |
—
|
| |
—(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
8,000
|
| |
2.76
|
William Shaw
|
| |
12,667
|
| |
19,333(4)
|
| |
—
|
| |
20.55
|
| |
5/29/2029
|
| |
—
|
| |
—
|
William Shaw
|
| |
5,237
|
| |
14,097(2)
|
| |
—
|
| |
9.15
|
| |
11/6/2029
|
| |
—
|
| |
—
|
William Shaw
|
| |
—
|
| |
—(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
9,750
|
| |
2.76
|
(1)
|
Option became exercisable as to 25% of the total number of shares on March 9, 2019, and thereafter as to 1/36th of the remaining shares in equal monthly installments for 36 months.
|
(2)
|
Option became exercisable as to 1/48th of the total number of shares on December 6, 2019, and will continue to vest as to 1/48th of the number of shares in equal monthly installments on the same day of each month thereafter.
|
(3)
|
Option became exercisable as to 25% of the total number of shares on August 31, 2019, and will continue to vest as to 1/48th of the number of shares in equal monthly installments for 36 months on the same day of each month thereafter.
|
(4)
|
Option became exercisable as to 25% of the total number of shares on May 6, 2020, and will continue to vest as to 1/48th of the number of shares in equal monthly installments for 36 months on the same day of each month thereafter.
|
(5)
|
Restricted stock award vesting April 1, 2020 vesting as to 25% of the total number of stock awarded, and thereafter as to 1/4th of the remaining award in equal in installments annually on November 15 of each following year.
|
Plan category
|
| |
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
| |
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
| |
(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
|
Equity compensation plans approved by security holders
|
| |
1,879,656
|
| |
$13.79
|
| |
1,112,713
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
1,879,656
|
| |
$13.79
|
| |
1,112,713
|
Name
|
| |
Fees Earned or
Paid in Cash ($)
|
| |
RSU
Awards ($)(1)
|
| |
Option
Awards ($)(1)
|
| |
Total ($)
|
Steven Sherman(2)
|
| |
100,000
|
| |
76,537
|
| |
69,894
|
| |
246,431
|
Stanley Stern
|
| |
50,000
|
| |
53,009
|
| |
36,960
|
| |
139,969
|
Rhonda A. Wallen(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Mary Ann Cloyd(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Charles Li, Ph. D.
|
| |
47,500
|
| |
53,009
|
| |
36,960
|
| |
137,469
|
Thomas Schreck(3)
|
| |
62,500
|
| |
53,009
|
| |
36,960
|
| |
152,469
|
Marilyn Hamilton(3)
|
| |
40,000
|
| |
53,009
|
| |
36,960
|
| |
129,969
|
Ted Wang, Ph. D.(4)
|
| |
35,000
|
| |
53,009
|
| |
36,960
|
| |
124,969
|
(1)
|
Option awards outstanding at December 31, 2020, for each of the listed directors are as follows:
|
Name
|
| |
Options (#)
|
| |
RSUs(#)
|
Steven Sherman
|
| |
51,212
|
| |
13,334
|
Stanley Stern
|
| |
16,025
|
| |
7,383
|
Rhonda A. Wallen
|
| |
—
|
| |
—
|
Mary Ann Cloyd
|
| |
—
|
| |
—
|
Charles Li, Ph. D.
|
| |
14,334
|
| |
7,383
|
Thomas Schreck
|
| |
11,150
|
| |
7,383
|
Marilyn Hamilton
|
| |
16,049
|
| |
7,383
|
Ted Wang, Ph. D.
|
| |
14,334
|
| |
7,383
|
(2)
|
Steven Sherman’s compensation was for services provided as Executive Chairman in accordance with his offer letter as described below. On January 16, 2020, our Board of Directors approved a grant of an option for 16,667 shares of our common stock to Steven Sherman, and a grant of 13,334 RSUs.
|
(3)
|
Thomas Schreck and Marilyn Hamilton’s service as directors of the Company ended, and Rhonda A. Wallen and Mary Ann Cloyd’s service commenced, at the 2020 Annual Meeting of Stockholders on December 29, 2020.
|
(4)
|
Dr. Wang resigned from our Board of Directors effective February 28, 2021.
|
|
| |
Member ($)
|
| |
Chair ($)(1)
|
Board of Directors
|
| |
35,000
|
| |
70,000
|
Audit Committee
|
| |
7,500
|
| |
15,000
|
Compensation Committee
|
| |
5,000
|
| |
10,000
|
Nominating and Governance Committee
|
| |
5,000
|
| |
10,000
|
Strategy Committee
|
| |
15,000
|
| |
30,000
|
(1)
|
Under the program approved effective April 13, 2021, the Chairs of each committee of our Board of Directors receive the fees indicated under this column inclusive of the fee they receive as the member of our Board of Directors or the applicable committee.
|
|
| |
Year ended December 31,
|
|||
Description of Service
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$313,472
|
| |
$261,784
|
Audit-Related Fees(2)
|
| |
49,167
|
| |
65,628
|
Tax Fees(3)
|
| |
29,000
|
| |
28,155
|
All Other Fees
|
| |
—
|
| |
—
|
Total Fees
|
| |
$391,639
|
| |
$355,567
|
(1)
|
Audit Fees consist of fees for audit of the Company’s annual financial statements for the respective year, reviews of the Company’s quarterly financial statements, services provided in connection with statutory and regulatory filings and audit of the Company’s internal controls over financial reporting.
|
(2)
|
Audit-Related Fees consist of fees for accounting consultations.
|
(3)
|
Tax Fees consist of fees for tax compliance and tax advice and planning services.
|
1.
|
Steven Sherman
|
2.
|
Jack Peurach
|
3.
|
Charles Li, Ph.D.
|
4.
|
Stanley Stern
|
5.
|
Mary Ann Cloyd
|
6.
|
Rhonda A. Wallen
|
Name of Beneficial Owner
|
| |
Shares Beneficially
Owned
|
| |
Percent of
Class(1)
|
Directors and Director Nominees
|
| |
|
| |
|
Charles Li, Ph.D.
|
| |
15,469(2)
|
| |
*
|
Jack Peurach
|
| |
78,758(3)
|
| |
*
|
Steven Sherman
|
| |
80,019(4)
|
| |
*
|
Stanley Stern
|
| |
17,877(5)
|
| |
*
|
Mary Ann Cloyd
|
| |
—
|
| |
—
|
Rhonda A. Wallen
|
| |
—
|
| |
—
|
|
| |
|
| |
|
Named Executive Officers (other than those who are also directors)
|
| |
|
| |
|
John F. Glenn
|
| |
27,869(6)
|
| |
*
|
William Shaw
|
| |
27,167(7)
|
| |
*
|
All current directors and executive officers as a group (9 persons)(8)
|
| |
262,893
|
| |
*
|
*
|
Represents less than 1%.
|
(1)
|
Applicable percentage ownership is based on 12,654,994 shares of common stock outstanding as of April 14, 2021.
|
(2)
|
Consists of (i) options to purchase 13,709 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date, (ii) 1,760 shares of common stock.
|
(3)
|
Consists of (i) options to purchase 64,715 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date, and (ii) 8,833 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 5,210 shares of common stock.
|
(4)
|
Consists of (i) options to purchase 44,962 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date, (ii) 8,334 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 26,723 shares of common stock.
|
(5)
|
Consists of options to purchase (i) 16,025 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date and (ii) 1,852 shares of common stock.
|
(6)
|
Consists of options to purchase (i) 24,889 shares of common stock currently exercisable or exercisable within 60 days of the Determination Date, (ii) 2,667 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 313 shares of common stock.
|
(7)
|
Consists of options to purchase (i) 23,917 shares of common stock currently exercisable or exercisable within 60 days of the Determination Date, (ii) 3,250 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 0 shares of common stock.
|
(8)
|
Consists of (i) options to purchase 201,579 shares of common stock currently exercisable or exercisable within 60 days of the Determination date, and (ii) 36,060 shares of common stock.
|
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