We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Heska Corporation | NASDAQ:HSKA | 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% | 119.99 | 109.74 | 130.24 | 0 | 01:00:00 |
[
X
]
|
No fee required.
|
[_]
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
YOUR VOTE IS IMPORTANT
___________________
In order to ensure your representation at the meeting if you will not attend, please follow the corresponding instructions on any enclosed proxy card to indicate your voting preferences.
|
NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
|
TIME
|
|
9:00 a.m., local time, on Thursday, May 3, 2018
|
||
PLACE
|
|
Westin Hotel
8300 Peña Boulevard
Denver, CO 80249
|
||
ITEMS OF BUSINESS
|
|
1.
|
|
To elect three Directors to a three-year term.
|
|
|
2.
|
|
To amend and restate our Amended and Restated 1997 Stock Incentive Plan (the "1997 Stock Plan"), to, among other things, increase by 250,000 the number of shares of our common stock authorized for issuance thereunder.
|
|
|
3.
|
|
Subject to the approval of Proposal No. 2, to approve an amendment to our Restated Certificate of Incorporation, as amended (the "Charter Amendment"), to increase by 250,000 the number of authorized shares of each class of our common stock to make available the additional shares contemplated for issuance under the 1997 Stock Plan.
|
|
|
4.
|
|
To ratify the appointment of EKS&H LLLP as our independent registered public accounting firm.
|
|
|
5.
|
|
To approve our executive compensation in a non-binding advisory vote.
|
|
|
6.
|
|
To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals.
|
|
|
7.
|
|
To consider such other business as may properly come before the Annual Meeting, including, if practicable, a non-binding advisory vote with respect to discretionary voting by proxyholders if, and only if, such other business properly comes before the Annual Meeting.
|
RECORD DATE
|
|
You can vote if you were an eligible stockholder at the close of business on March 15, 2018.
|
||
VOTING BY PROXY
|
|
If you do not plan to attend the Annual Meeting, please submit a proxy card appointing a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on the proxy card or the enclosed materials.
|
March 26, 2018
|
By Order of the Board of Directors
|
|
|
|
Jason A. Napolitano
Chief Operating Officer, Chief Strategist
and Secretary,
Heska Corporation
|
Q:
|
Why am I receiving these materials?
|
A:
|
The Board is providing these proxy materials for you in connection with Heska’s upcoming
2018
Annual Meeting. Eligible stockholders of record as of the close of business on
March 15, 2018
(the “Record Date”), are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business to be conducted at the Annual Meeting.
|
A:
|
The Annual Meeting will be held at the Westin Hotel, 8300 Peña Boulevard, Denver, CO 80249 on
Thursday, May 3, 2018
, at
9:00 a.m.
, local time.
|
Q:
|
What information is contained in these materials?
|
A:
|
The information included in this proxy statement relates to the proposals to be voted on at the
2018
Annual Meeting, the voting process, the compensation of our Directors and most highly paid Executive Officers, and certain other required information. Our annual report on Form 10-K/A for the year ended
December 31, 2017
(our "2017 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC"), is also enclosed.
|
Q:
|
What items of business will be voted on at the Annual Meeting?
|
A:
|
The items of business scheduled to be voted on at the Annual Meeting are:
|
(1)
|
The election of three nominees to serve on our Board of Directors for a three-year term;
|
(2)
|
To amend and restate our 1997 Stock Plan to, among other things, increase by 250,000 the number of shares of our common stock authorized for issuance thereunder, make provision for recent tax changes, revise for awards after 2017 the events constituting a change in control of the Company, and provide for awards after 2017 for possible accelerated vesting in the event of death or disability;
|
(3)
|
Subject to the approval of Proposal No. 2, to approve an amendment to our Charter, to increase by 250,000 the number of authorized shares of each class of our common stock to make available the additional shares contemplated for issuance under the 1997 Stock Plan;
|
(4)
|
To ratify the appointment of EKS&H LLLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;
|
(5)
|
The offering of approval of our executive compensation in a non-binding advisory vote; and
|
(6)
|
To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals;
|
A:
|
The Board recommends that you vote
FOR
the election of each of the Director nominees,
FOR
the Restated Plan,
FOR
the Charter Amendment,
FOR
the ratification of EKS&H LLLP as the Company's independent registered public accounting firm,
FOR
the offering of approval of the Company's executive compensation policies,
FOR
the approval to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies, and
FOR
your preference being that the proxyholders exercise their voting discretion in a manner they determine to be in the best interest of the Company's stockholders, if other business properly comes before the
2018
Annual Meeting and you are voting by proxy.
|
Q:
|
What classes of stock does Heska's Restated Certificate of Incorporation, as amended, authorize?
|
A:
|
Our Charter, authorizes three classes of stock. First, our Charter authorizes a class of Traditional Common Stock and defines it as the "Original Common Stock". We will refer to this class of stock in these proxy materials as the "Original Common Stock". Second, our Charter authorizes a class of Public Common Stock and defines it as the "Common Stock" or "NOL Restricted Common Stock". We will refer to this class of stock in these proxy materials as the "Public Common Stock" or the "NOL Restricted Common Stock". Third, our Charter authorizes a class of Preferred Stock. We shall refer to this class of stock in these proxy materials as "Preferred Stock". For the purpose of these proxy materials, "Common Stock" shall mean collectively Original Common Stock and Public Common
|
Q:
|
Who is an eligible stockholder entitled to vote at the Annual Meeting?
|
A:
|
Stockholders holding Common Stock registered with Computershare Trust Company, N.A. ("Computershare"), our registrar and transfer agent ("Registrar Listed Shares"), as of the close of business on
March 15, 2018
(including shares legally issued but not yet processed by Computershare, if any), the Record Date, are eligible and entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of Common Stock held on the Record Date. As of the Record Date,
7,427,549
shares of our Common Stock were issued and outstanding; no shares of Preferred Stock were issued and outstanding. A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting during normal business hours at our offices at 3760 Rocky Mountain Avenue, Loveland, Colorado 80538. You may review the list when it becomes available by contacting our Secretary as outlined under "
Who can help answer my questions?
" below.
|
Q:
|
How do I know if I hold Registrar Listed Shares?
|
A:
|
In general, there are two ways in which you may hold Common Stock registered with Computershare: Physical Certificate and "Direct" Registration. With a Physical Certificate, there is an actual, hard copy stock certificate representing your ownership of Common Stock which is registered with Computershare. With Direct Registration, there is no paper certificate but your shares are registered with Computershare. Either way, you would have an account with Computershare and Computershare would have sent you these proxy materials.
|
Q:
|
How can I vote at the Annual Meeting if my shares are held in Street Name?
|
A:
|
If you wish to vote shares held in Street Name at the Annual Meeting, you must contact your broker, bank or other nominee to obtain the proper documentation - which should be documentation entitling you to vote a certain number of Registrar Listed Shares at the Annual Meeting which we can verify as
|
Q:
|
Can eligible stockholders who are unable or unwilling to attend the Annual Meeting vote?
|
A:
|
Yes, such stockholders may vote by proxy.
|
Q:
|
How can I direct a vote by proxy?
|
A:
|
If you hold Registrar Listed Shares you may: (a) indicate your voting preferences, sign and date each proxy card by following the corresponding instructions on each proxy card you receive and return each such proxy card in the postage prepaid envelope or by other means acceptable to Computershare; (b) indicate your voting preferences via the telephone by following the corresponding instructions; (c) indicate your voting preferences via the internet by following the corresponding instructions; or (d) bring a proxy card you have completed, including your voting preferences, signature and dated as of the Annual Meeting if necessary, to the Annual Meeting along with a copy of proper identification, if required, to the Annual Meeting.
|
Q:
|
How can I change my proxy vote or revoke my proxy?
|
A:
|
For Registrar Listed Shares, you have the right to revoke your proxy and change your voting instructions at any time before the meeting by notifying our Secretary, or returning a later-dated proxy card, updating your vote via the telephone by following the corresponding instructions or updating your vote via the internet by following the corresponding
|
Q:
|
Who can help answer my questions?
|
A:
|
If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact:
|
Q:
|
What does it mean if I get more than one proxy card?
|
A:
|
It probably means that you hold shares of Common Stock in more than one account. Direct votes on all proxies to ensure that all of your shares are voted if you do not plan to attend the Annual Meeting.
|
Q:
|
Who will serve as inspector of elections?
|
A:
|
The inspector of elections will be a representative of Computershare, our registrar and transfer agent.
|
Q:
|
How do you expect votes will be counted for quorum and other purposes?
|
A:
|
We intend to count shares underlying proxies containing directions indicating a “for”, “withhold”, “against”, or “abstain” vote, as well as any legitimate proxies without any voting instructions as “present” for purposes of determining a quorum.
|
Q:
|
What are the quorum and voting requirements for the Annual Meeting?
|
A:
|
The holders of a majority of the outstanding shares of our Common Stock, present in person or represented by proxy at the Annual Meeting, will constitute a quorum for the transaction of business at the Annual Meeting. Based on the number of shares of Common Stock outstanding as of the Record Date, a quorum requires 3,713,775 shares.
|
Q:
|
What happens if additional matters are presented at the
2018
Annual Meeting?
|
A:
|
Other than the six specific items of business described in this proxy statement, we are not aware of any other business to be acted upon at the
2018
Annual Meeting. If other business properly comes before the Annual Meeting, we intend to try to conduct an advisory vote of
|
Q:
|
What happens if one or more of the nominees for Director is unable to stand for election?
|
A:
|
If for any unforeseen reason any of our nominees is not available as a candidate for Director, the persons named as proxyholders - Mr. Napolitano, Ms. Grassman, and Mr. Pollack - expect to vote your proxy for such other candidate or candidates who may be nominated by the Board, although the proxyholders retain full discretion to vote as they may determine.
|
Q:
|
Where can I find the voting results of the meeting?
|
A:
|
We intend to announce preliminary voting results at the Annual Meeting, and publish final voting results in a Current Report on Form 8-K (a "Form 8-K") to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available within four business days after the
|
Q:
|
Who bears the costs of soliciting votes for the Annual Meeting?
|
A:
|
Heska is making this solicitation and will pay the entire cost of preparing, printing, assembling and mailing these proxy materials. In addition to the mailing of these proxy materials, certain of our directors and employees may solicit proxies on our behalf in person, by mail, telephone, email, facsimile or other means. No additional compensation will be paid to these people for such solicitation. We have engaged Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902 ("Morrow Sodali") to solicit proxies on our behalf for a fee of $12,500, which may increase based on Morrow Sodali's solicitation activities with non-objecting beneficial owners of our Common Stock, plus reimbursement of certain disbursements. We believe our engagement with Morrow Sodali is consistent with customary terms and conditions for soliciting proxies. Charges under the engagement may increase if we direct Morrow Sodali to engage in activities not currently contemplated. We may enlist the assistance of brokerage firms, fiduciaries, custodians and other third party solicitation firms in soliciting proxies. If we elect to engage any such assistance, we expect our arrangements with the solicitation firm(s) will be on customary terms and conditions, the cost of which is not anticipated to be material to us. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.
|
Q:
|
Is a corporate
2017
Annual Report available?
|
A:
|
A corporate
2017
Annual Report was posted to the investor relations portion of our Corporate
|
Q:
|
May I propose actions for consideration at next year's Annual Meeting or nominate individuals to serve as Directors?
|
A:
|
Yes. You may submit proposals, including Director nominations, for consideration at future stockholder meetings. All proposals or nominations should be addressed to: Secretary, Heska Corporation, 3760 Rocky Mountain Avenue, Loveland, Colorado 80538.
|
•
|
appoint and replace our independent auditor;
|
•
|
compensate and oversee the work of our independent auditor;
|
•
|
oversee the integrity of our annual and quarterly financial statements;
|
•
|
discuss with management and our independent auditor significant financial reporting issues and judgments made in connection with the preparation our financial statements, including critical accounting policies and practices;
|
•
|
oversee the qualifications, independence and performance of our independent auditors;
|
•
|
oversee our internal accounting and financial controls; and
|
•
|
provide the results of examinations and recommendations derived therefrom to the Board.
|
•
|
discharge the Board's responsibilities relating to compensation of our Executive Officers, including our Chief Executive Officer;
|
•
|
oversee all compensation programs involving the use of our Common Stock; and
|
•
|
produce an annual report on executive compensation for inclusion in our proxy statement for our annual meeting of stockholders.
|
•
|
assist our Board by identifying qualified candidates for Director, and recommend to the Board the Director nominees for each annual meeting of stockholders;
|
•
|
lead our Board in its review of our Board's performance;
|
•
|
recommend Director nominees to our Board for each Board Committee and the Chair of such Committees;
|
•
|
develop and recommend to our Board the corporate governance principles applicable to the Company; and
|
•
|
review and advise the Board on Director compensation matters.
|
Board Chair
|
$
|
20,000
|
|
Lead Director
|
$
|
10,000
|
|
Audit Chair
|
$
|
20,000
|
|
Compensation Chair
|
$
|
12,000
|
|
Corporate Governance Chair
|
$
|
7,500
|
|
Audit Member
|
$
|
10,000
|
|
Compensation Member
|
$
|
6,000
|
|
Corporate Governance Member
|
$
|
3,000
|
|
Name
|
Fees
Earned
Or
Paid in
Cash
($)
|
Stock
Awards
($) (2)(3)
|
Option
Awards
($) (2) (3)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation Earnings
|
All Other
Compensation
($)
|
Total
($)
|
|||||||
G. Irwin Gordon
|
55,000
|
|
40,000
|
|
18,215
|
|
—
|
|
—
|
|
—
|
|
113,215
|
|
Scott W. Humphrey
|
28,000
|
|
38,643
|
|
—
|
|
—
|
|
—
|
|
—
|
|
66,643
|
|
Sharon J. Larson
|
73,500
|
|
40,000
|
|
18,215
|
|
—
|
|
—
|
|
—
|
|
131,715
|
|
David E. Sveen, Ph.D.
|
49,000
|
|
40,000
|
|
18,215
|
|
—
|
|
—
|
|
—
|
|
107,215
|
|
Bonnie J. Trowbridge
|
63,000
|
|
40,000
|
|
18,215
|
|
—
|
|
—
|
|
—
|
|
121,215
|
|
Carol A. Wrenn
|
56,000
|
|
40,000
|
|
18,215
|
|
—
|
|
—
|
|
—
|
|
114,215
|
|
Name
|
Fees
Earned
Or
Paid in
Cash
($)
|
Stock
Awards
($) (3) (4)
|
Option
Awards
($) (3) (4)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation Earnings
|
All Other
Compensation
($)
|
Total
($)
|
|||||||
G. Irwin Gordon
|
55,000
|
|
59,971
|
|
—
|
|
—
|
|
—
|
|
—
|
|
114,971
|
|
Scott W. Humphrey
|
28,000
|
|
53,134
|
|
—
|
|
—
|
|
—
|
|
—
|
|
81,134
|
|
Sharon J. Larson
|
73,500
|
|
59,971
|
|
—
|
|
—
|
|
—
|
|
—
|
|
133,471
|
|
David E. Sveen, Ph.D.
|
49,000
|
|
59,971
|
|
—
|
|
—
|
|
—
|
|
—
|
|
108,971
|
|
Bonnie J. Trowbridge
|
63,000
|
|
59,971
|
|
—
|
|
—
|
|
—
|
|
—
|
|
122,971
|
|
Carol A. Wrenn
|
56,000
|
|
59,971
|
|
—
|
|
—
|
|
—
|
|
—
|
|
115,971
|
|
(1)
|
Reimbursed travel expenses incurred in connection with Board and Board Committee meeting attendance are not included.
|
(2)
|
Represents cost recognized in 2017 for financial reporting purposes.
|
(3)
|
Grant date fair value of option awards are based on valuation techniques required by current accounting guidance which we use in preparing our financial statements ("Option Accounting Rules"). Like any estimate prepared in good faith, the underlying assumptions we use under Option Accounting Rules may vary from our actual future results. The option valuations used for accounting and/or financial reporting purposes do not necessarily represent the value any individual recipient would place on an option award. In addition, Option Accounting Rules prohibit some valuation techniques which may be useful in certain circumstances. A more detailed description of our option valuation techniques and assumptions can be found in our 2017 Form 10-K in our Note 9 of the Notes to Consolidated Financial Statements.
|
(4)
|
Represents grant date fair value.
|
Name
|
Grant Date
|
Number of Shares
|
Grant Date Closing Share Price
($)
|
Stock Value of Stock Award
($)
|
|||
G. Irwin Gordon
|
5/1/2017
|
544
|
|
110.24
|
|
59,971
|
|
Scott W. Humphrey
|
6/12/2017
|
567
|
|
93.66
|
|
53,134
|
|
Sharon J. Larson
|
5/1/2017
|
544
|
|
110.24
|
|
59,971
|
|
David E. Sveen, Ph.D.
|
5/1/2017
|
544
|
|
110.24
|
|
59,971
|
|
Bonnie J. Trowbridge
|
5/1/2017
|
544
|
|
110.24
|
|
59,971
|
|
Carol A. Wrenn
|
5/1/2017
|
544
|
|
110.24
|
|
59,971
|
|
Name
|
Shares
Owned (2) |
Value ($)
|
Initial Board Service Date
|
Date of Stock Ownership Compliance
|
Guideline-required Compliance Date
|
||||
G. Irwin Gordon
|
32,357
|
|
2,525,464
|
|
05/18/01
|
05/01/17
|
|
—
|
|
Scott W. Humphrey
|
—
|
|
—
|
|
06/12/17
|
—
|
|
06/12/22
|
|
Sharon J. Larson
|
2,750
|
|
214,638
|
|
07/01/11
|
05/01/17
|
|
—
|
|
David E. Sveen, Ph.D.
|
7,224 (3)
|
|
563,833
|
|
11/21/13
|
05/01/17
|
|
—
|
|
Bonnie J. Trowbridge
|
—
|
|
—
|
|
01/27/15
|
—
|
|
05/01/22
|
|
Carol A. Wrenn
|
4,000
|
|
312,200
|
|
01/01/13
|
05/01/17
|
|
—
|
|
(1)
|
As of March 15, 2018. Value is based on a value per share of $78.05, the closing market price per share of Heska stock on March 15, 2018.
|
(2)
|
To our knowledge and unless otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown in the column, which shares of common stock are not subject to any vesting restriction, subject to community property laws where applicable.
|
(3)
|
Excludes 14,285 shares held by Bethany Creek Partners, LP and 7,143 shares held by Lindberg Capital Partners, LP. Dr. Sveen is a general partner of, and an investor in, both Bethany Creek Partners, LP and Lindberg Capital Partners, LP.
|
Name
|
Shares
Owned (1) |
Unvested Shares (2)
|
Outstanding
Options (3) |
Outstanding Option
Price Range (4) |
Outstanding Option
Average Price (5) |
Weighted Average Remaining Contractual Life (6)
|
||||||
G. Irwin Gordon
|
32,357
|
|
544
|
|
23,571
|
|
$8.34-$39.56
|
$18.85
|
6.22
|
|
||
Scott W. Humphrey
|
—
|
|
567
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Sharon J. Larson
|
2,750
|
|
544
|
|
8,571
|
|
$28.41-$39.56
|
$33.06
|
7.77
|
|
||
David E. Sveen, Ph.D.
|
28,652 (7)
|
|
544
|
|
8,571
|
|
$28.41-$39.56
|
$33.06
|
7.77
|
|
||
Bonnie J. Trowbridge
|
—
|
|
544
|
|
9,917
|
|
$18.36-$39.56
|
$31.06
|
7.67
|
|
||
Carol A. Wrenn
|
4,000
|
|
544
|
|
18,571
|
|
$8.34-$39.56
|
$20.59
|
6.73
|
|
||
All Directors (6 persons)
|
67,759
|
|
3,287
|
|
69,201
|
|
$8.34-$39.56
|
$22.53
|
6.85
|
|
(1)
|
To our knowledge and unless otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown in the column, which shares of common stock are not subject to any vesting restriction, subject to community property laws where applicable.
|
(2)
|
To our knowledge and unless otherwise noted, the persons named in the table have sole voting power with respect to all shares of common stock shown in the column, which shares of common stock are subject to vesting restrictions, subject to community property laws, where applicable.
|
(3)
|
Represents shares of common stock issuable upon exercise of stock options outstanding on December 31, 2017,
|
(4)
|
Represents the lowest and highest strike price for stock options outstanding on December 31, 2017.
|
(5)
|
Represents the average strike price for stock options outstanding on December 31, 2017.
|
(6)
|
Represents the weighted average remaining contractual life, in years, for stock options outstanding on December 31, 2017.
|
(7)
|
Includes 14,285 shares held by Bethany Creek Partners, LP and 7,143 shares held by Lindberg Capital Partners, LP. Dr. Sveen is a general partner of, and an investor in, both Bethany Creek Partners, LP and Lindberg Capital Partners, LP.
|
•
|
The number of shares available for future awards is increased by 250,000.
|
•
|
The Restated Plan makes provision for recent tax law changes to Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), under the Tax Cuts and Jobs Act (the "Tax Cuts Act") to acknowledge that future awards granted under the Restated Plan will be subject to the deduction limitations of Section 162(m) even in the case of performance award grants.
|
•
|
For awards made after 2017, the Restated Plan includes in the definition of change in control a provision defining a transaction in which a beneficial owner acquires more than 50% of the Company's voting power as a change in control.
|
•
|
For awards made after 2017, the Restated Plan includes among the events that may trigger accelerated vesting death and disability.
|
•
|
Amend a stock option to reduce its option price;
|
•
|
Cancel a stock option in exchange for cash, other awards or the re-grant of a new stock option with a lower option price than the original option price of the cancelled stock option; or
|
•
|
Take any other action (whether in the form of an amendment, cancellation or replacement grant) that has the effect of repricing a stock option without stockholder approval.
|
1)
|
operating income or operating profit (including but not limited to operating income and any affiliated growth measure);
|
2)
|
net earnings or net income (before or after taxes, including but not limited to deferred taxes, and any affiliated growth measure);
|
3)
|
basic or diluted earnings per share (before or after taxes, including but not limited to deferred taxes, and any affiliated growth measure);
|
4)
|
revenues (including but not limited to revenue, gross revenue, net revenue, and any affiliated growth measure);
|
5)
|
gross profit or gross profit growth;
|
6)
|
return on assets, capital, invested capital, equity or sales;
|
7)
|
cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
|
8)
|
earnings before or after taxes, interest, depreciation and/or amortization (including but not limited to changes in this measure);
|
9)
|
improvements or changes in capital structure (including but not limited to debt balances or debt issuance);
|
10)
|
budget management;
|
11)
|
productivity targets;
|
12)
|
economic value added or other value added measurements;
|
13)
|
share price (including, but not limited to, growth measures and total shareholder return);
|
14)
|
expense targets;
|
15)
|
margins (including but not limited to gross or operating margins);
|
16)
|
efficiency measurements (including but not limited to availability measurements, call wait times, call, meeting, shipping or other volume measurements, turnaround times and error rates);
|
17)
|
working capital targets (including but not limited to items reported on the Company's balance sheet and time-based or similar measures such as days inventory, days receivable and days payable);
|
18)
|
equity or market value measures;
|
19)
|
enterprise or adjusted market value measures;
|
20)
|
safety record;
|
21)
|
completion of business acquisition, divestment or expansion;
|
22)
|
book value or changes in book value (including but not limited to tangible book value and net asset measures);
|
23)
|
assets or changes in assets;
|
24)
|
cash position or changes in cash position;
|
25)
|
employee retention or recruiting measures;
|
26)
|
milestones related to filings with government entities or related approvals (including but not limited to filings with the Securities and Exchange Commission which may require stockholder approval);
|
27)
|
changes in location or the opening or closing of facilities;
|
28)
|
contract or other development of relationship with identified suppliers, distributors or other business partners; and
|
29)
|
new product development (including but not limited to third-party collaborations or contracts, and with milestones that may include but are not limited to contract execution, proof of concept, regulatory approval, product launch and targets such as unit volume and revenue following product launch).
|
Name
|
Shares Underlying Stock Option Awards
|
Unvested Restricted Stock Awards
|
||
G. Irwin Gordon
|
23,571
|
|
—
|
|
Scott W. Humphrey
|
—
|
|
—
|
|
Sharon J. Larson
|
8,571
|
|
—
|
|
David E. Sveen, Ph.D.
|
8,571
|
|
—
|
|
Bonnie J. Trowbridge
|
9,917
|
|
—
|
|
Kevin S. Wilson
|
66,000
|
|
57,000
|
|
Carol A. Wrenn
|
18,571
|
|
—
|
|
Steven M. Eyl
|
68,519
|
|
30,446
|
|
Catherine I. Grassman
|
10,000
|
|
10,500
|
|
Michael J. McGinley, Ph.D.
|
36,112
|
|
12,863
|
|
John McMahon
|
—
|
|
—
|
|
Jason A. Napolitano
|
146,000
|
|
37,863
|
|
All Executive Officers, as a group
|
512,469
|
|
216,456
|
|
All Directors who are not Executive Officers, as a group
|
69,201
|
|
—
|
|
All employees other than Executive Officers, as a Group
|
152,053
|
|
33,700
|
|
Name and Address of Beneficial Owner
|
|
Shares
Beneficially Owned (1)
|
|
Percentage Beneficially Owned (1)
|
BlackRock, Inc. (2)
|
|
880,414
|
|
11.9%
|
55 East 52nd Street
|
|
|
|
|
New York, NY 10055
|
|
|
|
|
|
|
|
|
|
Neuberger Berman Group LLC (3)
|
|
663,484
|
|
8.9%
|
1290 Avenue of the Americas
|
|
|
|
|
New York, NY 10104
|
|
|
|
|
|
|
|
|
|
The Vanguard Group (4)
|
|
434,302
|
|
5.8%
|
100 Vanguard Blvd.
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors
|
|
|
|
|
G. Irwin Gordon (5)
|
|
56,472
|
|
*
|
Scott W. Humphrey (5)
|
|
567
|
|
*
|
Sharon J. Larson (5)
|
|
11,865
|
|
*
|
David E. Sveen, Ph.D. (5)(6)
|
|
37,767
|
|
*
|
Bonnie J. Trowbridge (5)
|
|
10,461
|
|
*
|
Kevin S. Wilson (5)(7)
|
|
506,662
|
|
6.8%
|
Carol A. Wrenn (5)
|
|
23,115
|
|
*
|
Steven M. Eyl (5)
|
|
67,746
|
|
*
|
Catherine I. Grassman (5)
|
|
10,518
|
|
*
|
Michael J. McGinley, Ph.D. (5)
|
|
112,805
|
|
1.5%
|
John McMahon
|
|
—
|
|
*
|
Jason A. Napolitano (5)(8)
|
|
179,283
|
|
2.4%
|
|
|
|
|
|
All Directors and Executive Officers as a group
|
|
1,244,537
|
|
15.9%
|
(14 Persons) (5)(6)(7)(8)
|
|
|
|
|
*
|
Amount represents less than 1% of our common stock.
|
(1)
|
To our knowledge and unless otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to securities. Shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 15, 2018 without further action by Heska's Stockholders are deemed outstanding and beneficially owned by the person holding such option for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
(2)
|
Based upon information derived from an amended Schedule 13G/A filed by BlackRock, Inc. on January 23, 2018 for holdings on December 31, 2017.
|
(3)
|
Based upon information derived from a Schedule 13G filed by Neuberger Berman Group LLC on February 15, 2018 for holdings on December 31, 2017.
|
(4)
|
Based upon information derived from a Schedule 13G filed by The Vanguard Group on February 8, 2018 for holdings on December 31, 2017.
|
(5)
|
Includes "Shares Owned", "Unvested Shares" and "Exercisable Options" from "Exercisable Option Table" below for each Director and Named Executive Officer, as well as for all Directors and Executive Officers as a group.
|
(6)
|
Includes 14,285 shares held by Bethany Creek Partners, LP and 7,143 shares held by Lindberg Capital Partners, LP. Dr. Sveen is a general partner of, and an investor in, both Bethany Creek Partners, LP and Lindberg Capital Partners, LP.
|
(7)
|
Mr. Wilson is the spouse of a woman ("Mrs. Wilson") who owns Heska Corporation shares. Mr. Wilson, Mrs. Wilson and trusts for the benefit of their children and family own a 100% interest in Cuattro, LLC. Includes 124,099 shares held by Cuattro, LLC, 15,092 shares owned by Mrs. Wilson, 138,743 shares held by the Wilson Family Trust and 25,728 shares held in trusts for the benefit of Mr. and Mrs. Wilson's children for which a third party is trustee. Mr. Wilson disclaims beneficial ownership of the shares held by Mrs. Wilson and trusts for the benefit of Mr. and Mrs. Wilson's children.
|
(8)
|
Includes one share jointly owned by Mr. Napolitano and Robert B. Grieve, Ph.D. Mr. Napolitano is the spouse of a woman ("Mrs. Napolitano") who owns 602 shares of common stock which is included in the table above, with respect to which Mr. Napolitano disclaims beneficial ownership.
|
Name
|
Shares Owned (1)
|
Unvested Shares (2) |
Exercisable Options (3) |
Exercisable Option Price Range (4) |
Exercisable Option Average Price (5) |
Weighted
Average Remaining Contractual Life (6) |
Exercisable "In-the Money" Options (7) |
Net Shares From Exercisable Options (8) |
|||||||||
G. Irwin Gordon
|
32,357
|
|
544
|
|
23,571
|
|
$8.34-$39.56
|
|
|
$18.85
|
|
6.02
|
|
23,571
|
|
17,878
|
|
Scott W. Humphrey
|
—
|
|
567
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Sharon J. Larson
|
2,750
|
|
544
|
|
8,571
|
|
$28.41-$39.56
|
|
|
$33.06
|
|
7.56
|
|
8,571
|
|
4,941
|
|
David E. Sveen, Ph.D. (9)
|
28,652
|
|
544
|
|
8,571
|
|
$28.41-$39.56
|
|
|
$33.06
|
|
7.56
|
|
8,571
|
|
4,941
|
|
Bonnie J. Trowbridge
|
—
|
|
544
|
|
9,917
|
|
$18.36-$39.56
|
|
|
$31.06
|
|
7.47
|
|
9,917
|
|
5,970
|
|
Kevin S. Wilson (10)
|
413,662
|
|
57,000
|
|
36,000
|
|
$7.36-$8.35
|
|
|
$7.66
|
|
5.46
|
|
36,000
|
|
32,466
|
|
Carol A. Wrenn
|
4,000
|
|
544
|
|
18,571
|
|
$8.34-$39.56
|
|
|
$20.59
|
|
6.52
|
|
18,571
|
|
13,672
|
|
Steven M. Eyl
|
6,449
|
|
30,446
|
|
30,851
|
|
$7.36-$72.85
|
|
|
$29.86
|
|
7.01
|
|
30,851
|
|
19,049
|
|
Catherine I. Grassman
|
18
|
|
10,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Michael J. McGinley, Ph.D.
|
79,598
|
|
12,863
|
|
20,344
|
|
$7.36-$72.85
|
|
|
$30.77
|
|
7.07
|
|
20,344
|
|
12,324
|
|
Jason A. Napolitano (11)
|
26,443
|
|
37,863
|
|
114,977
|
|
$4.40-$72.85
|
|
|
$14.32
|
|
4.59
|
|
114,977
|
|
93,881
|
|
All Directors and Executive Officers as a group (14 persons)
(9)(10)(11) |
636,137
|
|
219,743
|
|
388,657
|
|
$4.40-$72.85
|
|
$19.04
|
5.70
|
|
388,657
|
|
293,831
|
|
Name
|
Shares Owned (1) |
Unvested Shares (2) |
Outstanding Options (12) |
Outstanding Option Price Range (13) |
Outstanding Option Average Price (14) |
Weighted
Average Remaining Contractual Life (15) |
Outstanding "In-the Money" Options (16) |
Net Shares From Outstanding Options (17) |
|||||||||
G. Irwin Gordon
|
32,357
|
|
544
|
|
23,571
|
|
$8.34-$39.56
|
|
|
$18.85
|
|
6.02
|
|
23,571
|
|
17,878
|
|
Scott W. Humphrey
|
—
|
|
567
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Sharon J. Larson
|
2,750
|
|
544
|
|
8,571
|
|
$28.41-$39.56
|
|
|
$33.06
|
|
7.56
|
|
8,571
|
|
4,941
|
|
David E. Sveen, Ph.D. (9)
|
28,652
|
|
544
|
|
8,571
|
|
$28.41-$39.56
|
|
|
$33.06
|
|
7.56
|
|
8,571
|
|
4,941
|
|
Bonnie J. Trowbridge
|
—
|
|
544
|
|
9,917
|
|
$18.36-$39.56
|
|
|
$31.06
|
|
7.47
|
|
9,917
|
|
5,970
|
|
Kevin S. Wilson (10)
|
413,662
|
|
57,000
|
|
66,000
|
|
$7.36-$69.77
|
|
|
$35.89
|
|
7.51
|
|
66,000
|
|
35,648
|
|
Carol A. Wrenn
|
4,000
|
|
544
|
|
18,571
|
|
$8.34-$39.56
|
|
|
$20.59
|
|
6.52
|
|
18,571
|
|
13,672
|
|
Steven M. Eyl
|
6,449
|
|
30,446
|
|
68,519
|
|
$7.36-$72.85
|
|
|
$48.31
|
|
8.20
|
|
68,519
|
|
26,107
|
|
Catherine I. Grassman
|
18
|
|
10,500
|
|
10,000
|
|
$69.77-$69.77
|
|
|
$69.77
|
|
9.98
|
|
10,000
|
|
1,061
|
|
Michael J. McGinley, Ph.D.
|
79,598
|
|
12,863
|
|
36,112
|
|
$7.36-$72.85
|
|
|
$40.26
|
|
7.53
|
|
36,112
|
|
17,484
|
|
Jason A. Napolitano (11)
|
26,443
|
|
37,863
|
|
157,000
|
|
$4.40-$72.85
|
|
|
$26.65
|
|
5.77
|
|
157,000
|
|
103,386
|
|
All Directors and Executive Officers as a group (14 persons)
(9)(10)(11) |
636,137
|
|
219,743
|
|
606,170
|
|
$4.40-$72.85
|
|
$31.03
|
6.39
|
|
606,170
|
|
336,530
|
|
(1)
|
To our knowledge and unless otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown in the column, which shares of common stock are not subject to any vesting restriction, subject to community property laws where applicable.
|
(2)
|
To our knowledge and unless otherwise noted, the persons named in the table have sole voting power with respect to all shares of common stock shown in the column, which shares of common stock are subject to vesting restrictions, subject to community property laws where applicable. Vesting events may include change in control, death and disability in addition to the requirements discussed below and is generally subject to other provisions in the related restricted stock grant agreement. Vesting for 40,125, 17,187, 17,187, 7,220 and 113,346 shares held by Mr. Wilson, Mr. Napolitano, Mr. Eyl, Ms. Grassman and All Executive Officers as a group, respectively, is subject to certain performance-based and
|
(3)
|
Represents shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 15, 2018.
|
(4)
|
Represents the lowest and highest strike price for stock options exercisable within 60 days of March 15, 2018.
|
(5)
|
Represents the average strike price for stock options exercisable within 60 days of March 15, 2018.
|
(6)
|
Represents the weighted average remaining contractual life, in years, for stock options exercisable within 60 days of March 15, 2018.
|
(7)
|
Represents shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 15, 2018, that have a strike price less than $78.05, the closing market price per share of Heska stock on March 15, 2018.
|
(8)
|
Represents net shares under the Treasury Stock Method assuming a market price per share of $78.05, the closing market price per share of Heska Stock on March 15, 2018, for shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 15, 2018 that have a strike price less than $78.05.
|
(9)
|
Includes 14,285 shares held by Bethany Creek Partners, LP and 7,143 shares held by Lindberg Capital Partners, LP. Dr. Sveen is a general partner of, and an investor in, both Bethany Creek Partners, LP and Lindberg Capital Partners, LP.
|
(10)
|
Includes 124,099 shares held by Cuattro, LLC. Mr. Wilson, Mrs. Wilson and trusts for the benefit of their children and family own a 100% interest in Cuattro, LLC. Also includes 15,092 shares owned by Mrs. Wilson, 138,743 shares held in the Wilson Family Trust and 25,728 shares held in trust for the benefit of Mr. and Mrs. Wilson's children for which a third party is trustee. Mr. Wilson disclaims beneficial ownership of the shares held by Mrs. Wilson and trusts for the benefit of Mr. and Mrs. Wilson's children.
|
(11)
|
Includes one share jointly owned by Mr. Napolitano and Robert B. Grieve, Ph.D. Also includes 602 shares of common stock held by Mrs. Napolitano, with respect to which Mr. Napolitano disclaims beneficial ownership.
|
(12)
|
Represents shares of common stock issuable upon exercise of stock options outstanding on March 15, 2018.
|
(13)
|
Represents the lowest and highest strike price for stock options outstanding on March 15, 2018.
|
(14)
|
Represents the average strike price for stock options outstanding on March 15, 2018.
|
(15)
|
Represents the weighted average remaining contractual life, in years, for stock options outstanding on March 15, 2018.
|
(16)
|
Represents shares of common stock issuable upon exercise of stock options outstanding on March 15, 2018 that have a strike price less than $78.05, the closing market price per share of Heska Common Stock on March 15, 2018.
|
(17)
|
Represents net shares under the Treasury Stock method assuming a market price per share of $78.05, the closing market price per share of Heska stock on March 15, 2018, for shares of common stock issuable upon exercise of stock options outstanding that have a strike price less than $78.05.
|
Plan Category
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights |
(b)
Weighted-Average Exercise Price of Outstanding Options and Rights |
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column) |
Equity Compensation Plans Approved by Stockholders
|
630,847
|
$29.31
|
351,667
|
Equity Compensation Plans Not Approved by Stockholders
|
None
|
None
|
None
|
Total
|
630,847
|
$29.31
|
351,667
|
•
|
Annual financial performance: rewarded primarily through the awards paid under the Management Incentive Plan ("MIP");
|
•
|
Individual contribution: rewarded primarily through the setting of base salary and annual MIP targets;
|
•
|
Long-term gains in stockholder value: rewarded primarily through the equity incentive program; and
|
•
|
Continued service to the Company; rewarded primarily through base salary, equity award requirements and vesting and competitive benefits levels.
|
Parameter
|
Result
|
Category Percentages
|
Executive Officers – 40%
|
Plan Allocation
|
50% Company Performance/50% Individual Performance
|
Key Parameters
|
Pre-MIP Operating Income (
"PMOI"
) and Revenue
|
Payout Structure
|
Funding starts at $4.0 million of PMOI and $90 million in Revenue
Target funding of $1.1 million at $9.083 million of PMOI and $104.742 million of Revenue (21.6% share of PMOI above initial threshold)
Interpolated between various levels above and below target funding, subject to Post-MIP Operating Income interpolation
Total MIP Payouts Capped at $1.65 million
Maximum MIP Payout of 200% of Incentive Target for a given participant
Executive Officers may elect to receive up to 50% of MIP Payout in Restricted Stock
|
Parameter
|
Result
|
Category Percentages
|
Executive Vice President-level: 40%
Other Officers: 35%
|
Plan Allocation
|
50% Company Performance/50% Individual Performance
|
Key Parameters
|
Pre-MIP Target Income ("PMTI"), which is Pre-MIP Operating Income excluding certain specified items, and Revenue
|
Payout Structure
|
Funding starts at $9.8 million of PMTI and $106 million in Revenue
Target funding of $1.3 million at $11.5 million of PMTI and $115 million of Revenue (76.5% share of PMTI above initial threshold)
Interpolated between various levels above and below target funding, subject to PMTI interpolation
Total MIP Payouts Capped at $1.95 million
Maximum MIP Payout of 200% of Incentive Target for a given participant
Executive Vice President-level participants may elect to receive up to 50% of MIP Payout in Restricted Stock, subject to a 2,500 share maximum
|
Parameter
|
Result
|
Category Percentages
|
Executive Officers: 40%
|
Plan Allocation
|
50% Company Performance/50% Individual Performance
|
Key Parameters
|
Pre-MIP Target Income ("PMTI"), which is Pre-MIP Operating Income excluding certain specified items, and Revenue
|
Payout Structure
|
Funding starts at $18.6 million of PMTI and $131 million in Revenue
Target funding of $1.43 million at $20.1 million of PMTI and $141.8 million of Revenue (93.3% share of PMTI above initial threshold)
Interpolated between various levels above and below target funding, subject to PMTI interpolation
Total MIP Payouts Capped at $2.10 million
Maximum MIP Payout of 200% of Incentive Target for a given participant
Executive Officer participants may elect to receive up to 50% of MIP Payout in Restricted Stock, subject to a 3,000 share maximum
|
Name and Principal Position |
|
Salary ($) (1) |
Bonus ($) |
Stock Awards ($)(2)(3) |
Option Awards ($)(2)(3) |
Non-Equity Incentive Plan Compensation ($) (5) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) (6) |
Total ($) |
Kevin S. Wilson
Chief Executive Officer and President |
2017
2016 2015 |
302,083
275,000 275,000 |
—
— — |
153,398
240,625 489,075 |
14,661
23,702 23,637 |
—
— — |
—
— — |
7,555
7,805 7,805 |
477,697
547,132 795,517 |
Jason A. Napolitano (7)
Chief Operating Officer, Chief Strategist and Secretary |
2017
2016 2015 |
350,000
350,000 316,775 |
—
— — |
103,333
187,433 142,313 |
195,518
121,193 59,825 |
—
165,900 84,501 |
—
— — |
7,896
7,896 7,646 |
656,747
832,422 611,059 |
Steven M. Eyl (8)
Executive Vice President, Global Sales and Marketing |
2017
2016 2015 |
300,000
271,875 261,458 |
—
— — |
43,749
127,849 92,179 |
169,120
75,178 32,181 |
—
133,400 61,168 |
—
— — |
9,488
9,613 7,980 |
522,358
617,916 454,967 |
Michael J. McGinley, Ph.D. (9)
President, Biologicals & Pharmaceuticals |
2017
2016 2015 |
310,000
310,000 309,175 |
—
— — |
103,333
185,818 122,189 |
141,012
90,535 58,033 |
—
82,515 90,963 |
—
— — |
8,601
8,945 8,897 |
562,945
677,813 589,258 |
Catherine I. Grassman (10)
Vice President, Chief Accounting Officer and Controller |
2017
|
172,216
|
—
|
—
|
—
|
—
|
—
|
3,727
|
175,943
|
Name and Principal Position |
|
Salary ($) (1) |
Bonus ($) |
Stock Awards ($)(3)(4) |
Option Awards ($)(3)(4) |
Non-Equity Incentive Plan Compensation ($) (5) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) (6) |
Total ($) |
Kevin S. Wilson
Chief Executive Officer and President |
2017
2016 2015 |
302,083
275,000 275,000 |
—
— — |
3,658,838
— — |
—
— — |
—
— — |
—
— — |
7,555
7,805 7,805 |
3,968,476
282,805 282,805 |
Jason A. Napolitano (7)
Chief Operating Officer, Chief Strategist and Secretary |
2017
2016 2015 |
350,000
350,000 316,775 |
—
— — |
—
84,100 379,117 |
—
397,923 279,284 |
—
165,900 84,501 |
—
— — |
7,896
7,896 7,646 |
357,896
1,005,819 1,067,323 |
Steven M. Eyl (8)
Executive Vice President, Global Sales and Marketing |
2017
2016 2015 |
300,000
271,875 261,458 |
—
— — |
—
84,100 192,439 |
—
397,923 170,041 |
—
133,400 61,168 |
—
— — |
9,488
9,613 7,980 |
309,488
896,911 693,086 |
Michael J. McGinley, Ph.D. (9)
President, Biologicals & Pharmaceuticals |
2017
2016 2015 |
310,000
310,000 309,175 |
—
— — |
—
82,485 358,994 |
—
302,421 170,041 |
—
82,515 90,963 |
—
— — |
8,601
8,945 8,897 |
318,600
786,366 938,070 |
Catherine I. Grassman (10)
Vice President, Chief Accounting Officer and Controller |
2017
|
172,216
|
—
|
—
|
—
|
—
|
—
|
3,727
|
175,943
|
John McMahon (11)
Former Vice President, Chief Financial Officer |
2017
2016 2015 |
252,083
241,250 49,834 |
—
— — |
—
— — |
—
302,421 102,008 |
—
162,500 16,771 |
—
— — |
147,036
2,827 1,161 |
399,119
708,999 169,773 |
(1)
|
Salary includes amounts, if any, deferred pursuant to 401(k) arrangements.
|
|
(2)
|
Represents cost recognized in each year for financial reporting purposes.
|
|
(3)
|
Grant date fair value of option awards and stock awards with market conditions are based on valuation techniques required by Option Accounting Rules. Like any estimate prepared in good faith, the underlying assumptions we use under Option Accounting Rules may vary from our actual future results. The option valuation used for accounting and/or financial reporting purposes does not necessarily represent the value any individual recipient would place on an option award. In addition, Option Accounting Rules prohibits some valuation techniques which may be useful in certain circumstances. A more detailed description of our option valuation techniques and assumptions can be found in our 2017 Form 10-K in our Note 9 of the Notes to Consolidated Financial Statements.
|
|
(4)
|
Represents grant date fair value.
|
|
(5)
|
Amounts earned pursuant to cash payouts under our Management Incentive Plans. Amounts indicated are for year in which compensation was earned.
|
|
(6)
|
Includes life insurance premiums, short-term and long-term disability premiums and 401(k) match.
|
|
(7)
|
Mr. Napolitano served as our Executive Vice President, Chief Financial Officer and Secretary from February 2009 to October 1, 2015, as our Chief Operating Officer, Chief Financial Officer, Executive Vice President and Secretary from October 1, 2015 to September 28, 2016 and as our Chief Operating Officer, Chief Strategist and Secretary thereafter.
|
|
(8)
|
Mr. Eyl served as our Executive Vice President, Commercial Operations from May 2013 to September 28, 2016 and as our Executive Vice President, Global Sales and Marketing thereafter.
|
|
(9)
|
Dr. McGinley is to resign his position with the Company effective March 31, 2018 under the terms of a separation agreement and release he has with the Company.
|
|
(10)
|
Ms. Grassman served as our Director, Corporate Controller from January 30, 2017 through November 30, 2017 and as our Vice President, Chief Accounting Officer and Controller thereafter.
|
|
(11)
|
Mr. McMahon served as our Vice President, Financial Operations and Controller from October 2015 to September 28, 2016 and as our Vice President, Chief Financial Officer thereafter until his termination on November 30, 2017. "All Other Compensation" includes severance payments made to and accrued for Mr. McMahon in 2017.
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
|
|
|
|
||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
All Other
Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant
Date Fair Value of Stock and Option Awards ($) |
||||||||||
Kevin S. Wilson
|
12/1/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
28,125
|
|
28,125
|
|
—
|
|
—
|
|
—
|
|
2,427,609
|
|
|
12/1/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
14,264
|
|
16,875
|
|
—
|
|
—
|
|
—
|
|
1,231,229
|
|
Jason A. Napolitano
|
5/31/2017
|
—
|
|
84,000
|
|
168,000
|
|
—
|
|
590
|
|
1,180
|
|
—
|
|
—
|
|
—
|
|
94,648
|
|
Steven M. Eyl
|
5/31/2017
|
—
|
|
60,000
|
|
120,000
|
|
—
|
|
632
|
|
1,264
|
|
—
|
|
—
|
|
—
|
|
101,385
|
|
Michael J. McGinley, Ph.D.
|
5/31/2017
|
—
|
|
124,000
|
|
248,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Catherine I. Grassman
|
5/31/2017
|
—
|
|
41,400
|
|
82,800
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
John McMahon
|
5/31/2017
|
—
|
|
66,000
|
|
132,000
|
|
—
|
|
464
|
|
928
|
|
—
|
|
—
|
|
—
|
|
74,435
|
|
(1)
|
All compensation in these columns is related to the Company's 2017 MIP. Cash amounts differ from stated Targets due to the 2017 Chosen Percentage selected by different individuals.
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date (2) |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|||||||||
Kevin S. Wilson
|
11,000
|
|
—
|
|
—
|
|
8.35
|
|
2/23/2023
|
|
—
|
|
—
|
|
16,875 (3)
|
|
1,353,544
|
|
|
25,000
|
|
—
|
|
—
|
|
7.36
|
|
11/20/2023
|
|
—
|
|
—
|
|
28,125 (4)
|
|
2,255,906
|
|
Jason A. Napolitano
|
3,750
|
|
11,250
|
|
—
|
|
72.85
|
|
12/28/2026
|
|
—
|
|
—
|
|
12,863 (5)
|
|
1,031,741
|
|
|
9,500
|
|
9,500
|
|
—
|
|
39.76
|
|
12/28/2025
|
|
—
|
|
—
|
|
1,180 (6)
|
|
—
|
|
|
2,812
|
|
2,188
|
|
—
|
|
32.21
|
|
9/24/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10,500
|
|
3,500
|
|
—
|
|
18.13
|
|
12/30/2024
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
20,000
|
|
—
|
|
—
|
|
7.36
|
|
11/20/2023
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
5,500
|
|
—
|
|
—
|
|
8.38
|
|
2/19/2023
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10,000
|
|
—
|
|
—
|
|
8.55
|
|
12/18/2022
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10,000
|
|
—
|
|
—
|
|
6.90
|
|
12/11/2021
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
13,500
|
|
—
|
|
—
|
|
4.96
|
|
12/30/2020
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
14,000
|
|
—
|
|
—
|
|
4.50
|
|
11/9/2019
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
11,000
|
|
—
|
|
—
|
|
4.40
|
|
11/3/2018
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Steven M. Eyl
|
3,750
|
|
11,250
|
|
—
|
|
72.85
|
|
12/28/2026
|
|
—
|
|
—
|
|
5,446 (5)
|
|
436,824
|
|
|
7,000
|
|
7,000
|
|
—
|
|
39.76
|
|
12/28/2025
|
|
—
|
|
—
|
|
1,264 (6)
|
|
—
|
|
|
8,250
|
|
2,750
|
|
—
|
|
18.13
|
|
12/30/2024
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,769
|
|
—
|
|
—
|
|
7.36
|
|
11/20/2023
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,750
|
|
—
|
|
—
|
|
8.26
|
|
5/14/2023
|
|
|
|
|
|
|
|
|
|
Michael J. McGinley, Ph.D.
|
2,850
|
|
8,550
|
|
—
|
|
72.85
|
|
12/28/2026
|
|
—
|
|
—
|
|
12,863 (5)
|
|
1,031,741
|
|
|
4,084
|
|
7,000
|
|
—
|
|
39.76
|
|
12/28/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,085
|
|
3,500
|
|
—
|
|
18.13
|
|
12/30/2024
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
5,418
|
|
—
|
|
—
|
|
7.36
|
|
11/20/2023
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
625
|
|
—
|
|
—
|
|
8.55
|
|
12/18/2022
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Catherine I. Grassman
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
John McMahon
|
712
|
|
—
|
|
—
|
|
72.85
|
|
12/28/2026
|
|
—
|
|
—
|
|
927 (6)
|
|
—
|
|
|
438
|
|
—
|
|
—
|
|
39.76
|
|
12/28/2025
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
55
|
|
—
|
|
—
|
|
18.13
|
|
12/30/2024
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Unless otherwise noted, all unexercisable options are to vest and become exercisable in equal monthly amounts until the final monthly vesting date, when all options will be vested and exercisable, which is to occur one day following the day six years prior to the listed option expiration date.
|
(2)
|
Options are subject to earlier termination in certain events related to termination of service.
|
(3)
|
To vest in three equal tranches upon the Company's stock price achieving certain pre-determined benchmarks, subject to other vesting provisions in in the related restricted stock grant agreement.
|
(4)
|
To vest in three equal tranches upon the Company achieving fiscal year operating income results of $25 million, $30 million and $35 million and which may vest no sooner than the later of (i) third anniversary of achievement or (ii) the date occurring in calendar year 2022 that the Company's independent registered public accountants issue their financial report on the Company's financial statements for the preceding fiscal year, subject to other vesting provisions in the related restricted stock grant agreement.
|
(5)
|
Restricted stock grant for which the underlying performance condition was met based on the Company's 2015 financial performance and which is to vest on March 17, 2018, subject to other vesting provisions in the related restricted stock grant agreement.
|
(6)
|
Restricted stock grant for which the underlying minimum performance condition was not achieved based on the Company's 2017 financial performance and which was forfeited in February 2018.
|
|
Option Awards
|
Stock Awards
|
||
Name |
Number of
Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of
Shares Acquired on Vesting (#) |
Value Realized On Vesting ($) |
Kevin S. Wilson
|
—
|
—
|
27,500
|
2,714,800
|
Jason A. Napolitano
|
11,000
|
893,530
|
2,500
|
202,500
|
Steven M. Eyl
|
10,000
|
891,900
|
2,500
|
202,500
|
Michael J. McGinley, Ph.D.
|
—
|
—
|
2,452
|
198,612
|
Catherine I. Grassman
|
—
|
—
|
—
|
—
|
John McMahon
|
3,733
|
372,959
|
—
|
—
|
Executive Benefits and
Payments Upon Termination |
Voluntary Termination or Termination for Cause ($) |
Involuntary
Termination Not for Cause Other Than in Connection With a Change-in-Control ($) |
Involuntary
Termination Not for Cause in Connection With a Change-in-Control ($) |
Death ($) |
Disability ($) |
Kevin S. Wilson
Base Salary Bonus Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options Value of accelerated stock award |
— — — — — — — |
300,000 — 10,390 — — — — |
600,000 — 20,779 — — — 3,609,450 |
300,000 — 10,390 300,000 — — — |
300,000 — 10,390 — 8,000 — — |
Jason A. Napolitano
Base Salary Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards (2) |
— — — — — — — |
175,000 — 10,390 — — — — |
350,000 — 20,779 — — 789,379 1,031,741 |
— — — 300,000 — 789,379 — |
— — — — 8,000 789,379 — |
Steven M. Eyl
Base Salary Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards (2) |
— — — — — — — |
150,000 — 10,390 — — — — |
300,000 — 20,779 — — 536,670 436,824 |
150,000 — — 300,000 — 536,670 — |
150,000 — — — 8,000 536,670 — |
Michael J. McGinley, Ph.D.
Base Salary Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards (2) |
— — — — — — — |
155,000 — 10,390 — — — — |
310,000 — 20,779 — — 563,358 1,031,741 |
— — — 300,000 — 563,358 — |
— — — — 8,000 563,358 — |
Catherine I. Grassman
Base Salary Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards (2) |
—
— — — — — — |
—
— — — — — — |
—
— — — — — — |
—
— — 300,000 — — — |
—
— — — 8,000 — — |
John McMahon
Base Salary Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards (2) |
—
— — — — — — |
114,583
— 8,658 — — — — |
—
— — — — — — |
—
— — — — — — |
—
— — — — — — |
(1)
|
Based on 2017 salary and cost information.
|
(2)
|
As this table contemplates change-in-control, death or disability at year end, we assume all MIP Payouts, including cost and vesting of 2017 MIP Grants, would have occurred after year end 2017 in the form and amounts reported above and thus have not included such payments and valued any shares vested as "accelerated stock awards" in this table.
|
(3)
|
Calculated based on December 31, 2017 closing price of $80.21 per share less strike price of each accelerated stock option with a strike price less than $80.21. Stock Options issued to any employee under our standard stock option agreement for both our 1997 Stock Incentive Plan and our 2003 Equity Incentive Plan will vest in full if the employee, including any such employee who is an Executive Officer, is terminated in connection with a change-in-control, as defined.
|
|
THE COMPENSATION COMMITTEE
|
|
|
|
Scott W. Humphrey,
Chair
|
|
G. Irwin Gordon
|
|
David E. Sveen
|
|
Carol A. Wrenn
|
|
|
EKS&H
|
||||||
|
|
2017
|
|
2016
|
||||
Audit Fees (1)
|
|
$
|
383,850
|
|
|
$
|
344,488
|
|
Audit Related Fees (2)
|
|
23,958
|
|
|
17,250
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
407,808
|
|
|
$
|
361,738
|
|
(1)
|
Audit fees represent fees for the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with statutory and regulatory filings including review of proxy statements and consents for historical audit opinions.
|
(2)
|
Audit related fees are fees for the assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for fees disclosed under this category include the annual audit of our 401(k) Retirement Plan.
|
|
Bonnie J. Trowbridge,
Chair
|
|
Scott W. Humphrey
|
|
Sharon J. Larson
|
|
Carol A. Wrenn
|
(1)
|
The Annual Report on Form 10-K (File No. 000-22427) for the fiscal year ended December 31, 2017, filed with the SEC on
March 9, 2018, as amended by Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on
March 19, 2018;
|
(2)
|
The Current Report on Form 8-K (File No. 000-22427) filed with the SEC on March 13, 2018; and
|
(3)
|
The description of Common Stock contained in the Registration Statement on Form 8-A (File No. 000-22427), filed with the SEC on April 24, 1997, as amended by Amendment No.1 to Registration Statement on Form 8-A/A filed with the SEC on May 6, 2010, and Amendment No. 2 to Registration Statement on Form 8-A/A filed with the SEC on January 4, 2011.
|
ARTICLE 1. INTRODUCTION
|
A-4
|
|
|
|
|
ARTICLE 2. ADMINISTRATION
|
A-4
|
|
2.1
|
Committee Composition
|
A-4
|
2.2
|
Committee Responsibilities
|
A-5
|
|
|
|
ARTICLE 3. SHARES AVAILABLE FOR GRANTS
|
A-5
|
|
3.1
|
Basic Limitation
|
A-5
|
3.2
|
Additional Shares
|
A-5
|
|
|
|
ARTICLE 4. ELIGIBILITY
|
A-5
|
|
4.1
|
Nonstatutory Stock Options and Restricted Shares
|
A-5
|
4.2
|
Incentive Stock Options
|
A-5
|
|
|
|
ARTICLE 5. OPTIONS
|
A-6
|
|
5.1
|
Stock Option Agreement
|
A-6
|
5.2
|
Number of Shares
|
A-6
|
5.3
|
Exercise Price
|
A-6
|
5.4
|
Exercisability and Term
|
A-6
|
5.5
|
Effect of Change in Control
|
A-6
|
5.6
|
Modification or Assumption of Options
|
A-6
|
5.7
|
Buyout Provisions
|
A-7
|
|
|
|
ARTICLE 6. PAYMENT FOR OPTION SHARES
|
A-7
|
|
6.1
|
General Rule
|
A-7
|
6.2
|
Surrender of Stock
|
A-7
|
6.3
|
Exercise/Sale
|
A-7
|
6.4
|
[Reserved]
|
A-7
|
6.5
|
[Reserved]
|
A-7
|
6.6
|
Other Forms of Payment
|
A-7
|
|
|
|
ARTICLE 7. CLAWBACK
|
A-8
|
|
|
|
|
ARTICLE 8. RESTRICTED SHARES
|
A-8
|
|
8.1
|
Time, Amount and Form of Awards
|
A-8
|
8.2
|
Payment for Awards
|
A-8
|
8.3
|
Vesting Conditions
|
A-8
|
8.4
|
Voting and Dividend Rights
|
A-9
|
8.5
|
Section 162(m) Performance Restrictions
|
A-9
|
8.6
|
Minimum Vesting Requirement
|
A-11
|
|
|
|
ARTICLE 9. PROTECTION AGAINST DILUTION
|
A-11
|
|
9.1
|
Adjustments
|
A-11
|
9.2
|
Dissolution or Liquidation
|
A-12
|
9.3
|
Reorganizations
|
A-12
|
|
|
|
ARTICLE 10. AWARDS UNTER OTHER PLANS
|
A-12
|
|
|
|
|
ARTICLE 11. LIMITATION ON RIGHTS
|
A-12
|
|
11.1
|
Retention Rights
|
A-12
|
11.2
|
Stockholders' Rights
|
A-12
|
11.3
|
Regulatory Requirements
|
A-12
|
|
|
|
ARTICLE 12. WITHHOLDING TAXES; PARACHUTE PAYMENTS
|
A-13
|
|
12.1
|
General
|
A-13
|
12.2
|
Section 280G
|
A-13
|
|
|
|
ARTICLE 13. FUTURE OF THE PLAN
|
A-13
|
|
13.1
|
Term of the Plan
|
A-13
|
13.2
|
Performance Awards
|
A-14
|
|
|
|
ARTICLE 14. DEFINITIONS
|
A-14
|
|
|
|
|
ARTICLE 15. EXECUTION
|
A-17
|
2.1
|
Committee Composition.
Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively of two or more directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy:
|
(a)
|
Such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and
|
(b)
|
Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under section 162(m)(4)(C) of the Code.
|
2.2
|
COMMITTEE RESPONSIBILITIES.
The Committee shall (a) select the Employees, Outside Directors and Consultants who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee may amend or modify any outstanding Awards in any manner to the extent the Committee would have had the authority under the Plan initially to make such Awards as so amended or modified. The Committee’s determinations under the Plan shall be final and binding on all persons.
|
3.1
|
BASIC LIMITATION
. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares, or shares reacquired by the Company in any manner. The number of shares stated in this Section 3.1 as available for the grant of Awards is subject to adjustment in accordance with Article 9. As of March 7, 2018, the aggregate number of Common Shares cumulatively authorized by the Company’s stockholders for issuance as Options and Restricted Shares under the Plan was 2,635,130. Of that total, as of March 7, 2018, Previously Issued Awards have been issued covering 2,578,093 Common Shares, leaving 57,037 Common Shares for the issuance of Options and Restricted Shares. With this amendment and restatement of the Plan, the Company’s Board and stockholders have approved an increase of 250,000 in the aggregate number of Common Shares available for Awards under the Plan, to a new total of 2,885,130. Notwithstanding the foregoing, the additional 250,000 Common Shares the Company’s Board and stockholders approved for awards under the Plan as of March 7, 2018 will not be available for issuance with respect to any Award granted prior to November 2, 2017.
|
3.2
|
ADDITIONAL SHARES.
Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan as ISOs or any type of Award. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.
|
4.1
|
NONSTATUTORY STOCK OPTIONS AND RESTRICTED SHARES
. Only Employees, Outside Directors and Consultants shall be eligible for the grant of NQOs and Restricted Shares.
|
4.2
|
INCENTIVE STOCK OPTIONS
. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied.
|
5.1
|
STOCK OPTION AGREEMENT
. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NQO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a cash payment or in consideration of a reduction in the Optionee’s other compensation.
|
5.2
|
NUMBER OF SHARES
. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide for the adjustment of such number in accordance with Article 9. Options granted to any Optionee in a single fiscal year of the Company shall not cover more than 50,000 Common Shares, except that Options granted to a new Employee in the fiscal year of the Company in which his or her service as an Employee first commences shall not cover more than 100,000 Common Shares. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 9.
|
5.3
|
EXERCISE PRICE
. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an ISO shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant and the Exercise Price under an NQO shall in no event be less than 85% of the Fair Market Value of a Common Share on the date of grant. In the case of an NQO, a Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the NQO is outstanding.
|
5.4
|
EXERCISABILITY AND TERM
. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. NQOs may also be awarded in combination with Restricted Shares, and such an Award may provide that the NQOs will not be exercisable unless the related Restricted Shares are forfeited.
|
5.5
|
EFFECT OF CHANGE IN CONTROL
. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Common Shares subject to such Option in the event that a Change in Control occurs with respect to the Company, provided, however, that in the case of an ISO, the acceleration of exercisability shall not occur without the Optionee’s written consent.
|
5.6
|
MODIFICATION OR ASSUMPTION OF OPTIONS.
The Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option (except that the Committee has the authority to amend any outstanding Option without the Optionee’s consent if the Committee deems it necessary or advisable to comply with Code Section 409A). In addition, to the extent the Committee’s modification of the
|
5.7
|
BUYOUT PROVISIONS
. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.
|
6.1
|
GENERAL RULE
. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased, except as follows:
|
(a)
|
In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6.
|
(b)
|
In the case of an NQO, the Committee may at any time accept payment in any form(s) described in this Article 6.
|
6.2
|
SURRENDER OF STOCK
. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price may be paid by surrendering Common Shares that are already owned by the Optionee. Such Common Shares shall be valued at their Fair Market Value on the date when the new Common Shares are purchased under the Plan. The Optionee shall not surrender Common Shares in payment of the Exercise Price if such action could cause the Company to recognize additional compensation expense with respect to the Option for financial reporting purposes under GAAP accounting at the time of such proposed surrender.
|
6.3
|
EXERCISE/SALE
. To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company.
|
8.1
|
TIME, AMOUNT AND FORM OF AWARDS
. Awards under the Plan may be granted in the form of Restricted Shares. Restricted Shares may also be awarded in combination with NQOs, and such an Award may provide that the Restricted Shares will be forfeited in the event that the related NQOs are exercised. The maximum aggregate number of Common Shares that may be granted in the form of Restricted Shares in any one calendar year to any one Participant is 45,000, except a new Employee may receive a grant of up to 75,000 Restricted Shares in the fiscal year of the Company in which his or her service with the Company begins.
|
8.2
|
PAYMENT OF AWARDS
. To the extent that an Award is granted in the form of newly issued Restricted Shares, the Award recipient, as a condition to the grant of such Award, shall be required to pay the Company in cash, cash equivalents or any other form of legal consideration acceptable to the Company, including but not limited to future services, an amount equal to the par value of such Restricted Shares. To the extent that an Award is granted in the form of Restricted Shares from the Company’s treasury, no cash consideration shall be required of the Award recipients.
|
8.3
|
VESTING CONDITIONS
. Each Award of Restricted Shares shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Award Agreement. A Stock Award Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. Notwithstanding any other provision of the Plan to the contrary, the Committee may determine, at the time of granting Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the Company. Solely with respect to Awards granted in 2018 or later, and notwithstanding any other provision of the Plan to the contrary, the Committee may determine, at the time of granting Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested in the event of the Participant’s death or disability.
|
8.4
|
VOTING AND DIVIDEND RIGHTS
. Unless otherwise provided in the Stock Award Agreement, the holder of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. Without limitation, a Stock Award Agreement may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares (in which case such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid), or may defer payment of any dividends until vesting of the Award.
|
8.5
|
SECTION 162(M) PERFORMANCE RESTRICTIONS
|
(a)
|
In General
. For purposes of qualifying grants of Restricted Shares as “performance-based compensation” under Code Section 162(m), the Committee, in its discretion, may make Restricted Shares subject to vesting based on the achievement of performance goals, in which case the Committee will specify in writing, by resolution or otherwise, the Participants eligible to receive such an Award (which may be expressed in terms of a class of individuals) and the performance goals applicable to such Awards within 90 days after the commencement of the period to which the performance goals relate, or such earlier time as required to comply with Section 162(m) of the Code. No such Award shall be payable unless the Committee certifies in writing, by resolution or otherwise, that the performance goals applicable to the Award were satisfied. In no case may the Committee increase the value of an Award granted under this Section 8.5 above the maximum value determined under the performance formula by the attainment of the applicable performance goals, but the Committee retains the discretion to reduce the value below such maximum.
|
(b)
|
Performance Goals
. Unless and until the Committee proposes for stockholder vote and the stockholders approve a change in the general performance measures applicable to Awards, the performance goals upon which the payment or vesting of an Award that is intended to qualify as performance based compensation are limited to the following Performance Measures:
|
(1)
|
operating income or operating profit (including but not limited to operating income and any affiliated growth measure);
|
(2)
|
net earnings or net income (before or after taxes, including but not limited to deferred taxes, and any affiliated growth measure);
|
(3)
|
basic or diluted earnings per share (before or after taxes, including but not limited to deferred taxes, and any affiliated growth measure);
|
(4)
|
revenues (including but not limited to revenue, gross revenue, net revenue, and any affiliated growth measure);
|
(5)
|
gross profit or gross profit growth;
|
(6)
|
return on assets, capital, invested capital, equity or sales;
|
(7)
|
cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
|
(8)
|
earnings before or after taxes, interest, depreciation and/or amortization (including but not limited to changes in this measure);
|
(9)
|
improvements or changes in capital structure (including but not limited to debt balances or debt issuance);
|
(10)
|
budget management;
|
(11)
|
productivity targets;
|
(12)
|
economic value added or other value added measurements;
|
(13)
|
share price (including, but not limited to, growth measures and total shareholder return);
|
(14)
|
expense targets;
|
(15)
|
margins (including but not limited to gross or operating margins);
|
(16)
|
efficiency measurements (including but not limited to availability measurements, call wait times, call, meeting, shipping or other volume measurements, turnaround times and error rates);
|
(17)
|
working capital targets (including but not limited to items reported on the Company’s balance sheet and time-based or similar measures such as days inventory, days receivable and days payable);
|
(18)
|
equity or market value measures;
|
(19)
|
enterprise or adjusted market value measures;
|
(20)
|
safety record;
|
(21)
|
completion of business acquisition, divestment or expansion;
|
(22)
|
book value or changes in book value (including but not limited to tangible book value and net asset measures);
|
(23)
|
assets or changes in assets;
|
(24)
|
cash position or changes in cash position;
|
(25)
|
employee retention or recruiting measures;
|
(26)
|
milestones related to filings with government entities or related approvals (including but not limited to filings with the Securities and Exchange Commission which may require stockholder approval);
|
(27)
|
changes in location or the opening or closing of facilities;
|
(28)
|
contract or other development of relationship with identified suppliers, distributors or other business partners; and
|
(29)
|
new product development (including but not limited to third-party collaborations or contracts, and with milestones that may include but are not limited to contract execution, proof of concept, regulatory approval, product launch and targets such as unit volume and revenue following product launch).
|
8.6
|
MINIMUM VESTING REQUIREMENT
. The minimum period for Restricted Shares granted under the Plan to vest shall be one year.
|
9.1
|
ADJUSTMENTS
. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a declaration of a dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of (a) the number of Options and Restricted Shares available for future Awards under Article 3, (b) the limitations set forth in Section 5.2 and Section 8.1, (c) the number of Common Shares covered by each outstanding Option or (d) the Exercise Price under each outstanding Option. Except as provided in this Article 9, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.
|
9.2
|
DISSOLUTION OR LIQUIDATION
. To the extent not previously exercised, Options shall terminate immediately prior to the dissolution or liquidation of the Company.
|
9.3
|
REORGANIZATIONS
. In the event that the Company is a party to a merger or other reorganization, outstanding Options and Restricted Shares shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the continuation of outstanding Awards by the Company (if the Company is a surviving corporation), for their assumption by the surviving corporation or its parent or subsidiary, for the substitution by the surviving corporation or its parent or subsidiary of its own awards for such Awards, for accelerated vesting and accelerated expiration, or for settlement in cash or cash equivalents.
|
11.1
|
RETENTION RIGHTS
. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Employee, Outside Director or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and bylaws and a written employment agreement (if any).
|
11.2
|
STOCKHOLDERS' RIGHTS
. A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, in the case of an Option, the time when he or she becomes entitled to receive such Common Shares by filing a notice of exercise and paying the Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.
|
11.3
|
REGULATORY REQUIREMENTS
. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.
|
12.1
|
GENERAL
. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock of the Company. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied.
|
12.2
|
SECTION 280G
. To the extent that any of the payments and benefits provided for under the Plan or any other agreement or arrangement between the Company or its Affiliates and a Participant (collectively, the “Payments”) (i) constitute a “parachute payment” within the meaning of Code Section 280G and (ii) but for this paragraph would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code (determined in accordance with the reduction of payments and benefits paragraph set forth below); whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the participant’s receipt on an after-tax basis, of the greatest amount of benefits under this Plan, notwithstanding that all or some
|
13.1
|
TERM OF THE PLAN
. The Plan was initially effective on March 14, 1997. The Board may, at any time and for any reason, amend, suspend or terminate the Plan (subject to the approval of the Company’s stockholders only to the extent required by applicable law, regulations or rules). The Committee may issue ISOs under the Plan until the tenth anniversary of the date of its most recent amendment or restatement. The Committee may issue any Award other than ISOs at any time prior to the date, if any, that the Board suspends or terminates the Plan. No Award may be granted pursuant to the Plan after such date, but Awards granted before such date may extend beyond that date.
|
13.2
|
PERFORMANCE AWARDS
. Unless the Company determines to submit the Plan to the Company’s stockholders at the first stockholder meeting that occurs in the fifth year following the year in which the Plan was last approved by stockholders (or any earlier meeting designated by the Board), in accordance with the requirements of Code Section 162(m), and unless such stockholder approval is obtained, then no further Awards made under Section 8.5 will qualify as performance-based compensation for purposes of Code Section 162(m).
|
14.1
|
Affiliate
means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
|
14.2
|
Award
means any award of an Option or a Restricted Share under the Plan.
|
14.3
|
Board
means the Company's Board of Directors, as constituted from time to time.
|
14.4
|
Change in Control
shall mean:
|
14.5
|
Code
means the Internal Revenue Code of 1986, as amended.
|
14.6
|
Committee
means a committee of the Board, as described in Article 2.
|
14.7
|
Common Share
means, as may be applicable, one share of Traditional Common Stock, par value $0.01 per share, of the Company to the extent any remains outstanding at the time of determination, or one share of Public Common Stock, par value $0.01 per share, of the Company, to the extent any remains outstanding at the time of determination.
|
14.8
|
Company
means Heska Corporation, a Delaware corporation.
|
14.9
|
Consultant
means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor. Service as a Consultant shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.
|
14.10
|
Employee
means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.
|
14.11
|
Exchange Act
means the Securities Exchange Act of 1934, as amended.
|
14.12
|
Exercise Price
means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.
|
14.13
|
Fair Market Value
means, for so long as the Common Stock is listed on any established stock exchange or a national market system, the value of the Common Stock as determined by reference to the most recent reported sale price of a share of Common Stock (or if no sales were reported, the most recent closing price) as quoted on such exchange or system at the time of determination. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.
|
14.14
|
ISO
means an incentive stock option described in section 422(b) of the Code.
|
14.15
|
NQO
means a stock option not described in sections 422 or 423 of the Code.
|
14.16
|
Option
means an ISO or NQO granted under the Plan and entitling the holder to purchase Common Shares.
|
14.17
|
Optionee
means an individual or estate who holds an Option.
|
14.18
|
Outside Director
shall mean a member of the Board who is not an Employee. Service as an Outside Director shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.
|
14.19
|
Parent
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
|
14.20
|
Participant
means an individual or estate who holds an Award.
|
14.21
|
Plan
means this Heska Corporation 1997 Stock Incentive Plan, as amended from time to time.
|
14.22
|
Previously Issued Awards
means Restricted Shares which were not subject to further vesting conditions, Common Shares issued pursuant to the exercise of ISOs, Common Shares issued pursuant to the exercise of NQOs, Restricted Shares subject to further vesting conditions, outstanding ISOs and outstanding NQOs.
|
14.23
|
Restricted Share
means a Common Share awarded under the Plan.
|
14.24
|
Stock Award Agreement
means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.
|
14.25
|
Stock Option Agreement
means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.
|
14.26
|
Subsidiary
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
|
14.27
|
Subject Participant
means a Participant who is designated by the Board as an “executive officer” under the Exchange Act.
|
14.28
|
Unexercised/Unvested Awards
means Restricted Shares subject to further vesting conditions, as well as outstanding ISOs and outstanding NQOs.
|
|
|
HESKA CORPORATION
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Chief Operating Officer, Chief
|
|
|
Strategist and Secretary
|
|
|
|
|
|
|
|
|
|
1.
|
This Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation, as amended (the "
Certificate
"), has been duly adopted in accordance with the provisions of Section 242 of the DGCL.
|
2.
|
This Certificate of Amendment to the Certificate amends Article IV of the Certificate by deleting the existing Paragraph A of Article IV in its entirety and substituting therefore a new Paragraph A of Article IV, to read in its entirety as follows:
|
3.
|
This Certificate of Amendment to the Certificate shall become effective at the time this Certificate of Amendment to the Certificate is filed with the Secretary of State of the State of Delaware.
|
|
Heska Corporation
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
1.
|
The election of three Directors to serve for a three-year term that expires at the 2021 Annual Meeting or until their respective successors have been elected and qualified.
|
|
|
|
|
For
|
Withhold
|
|
01- Scott W. Humphrey
|
01 -
¨
|
01 -
¨
|
|
02- Sharon J. Larson
|
02 -
¨
|
02 -
¨
|
|
03- Bonnie J. Trowbridge
|
03 -
¨
|
03 -
¨
|
|
|
For
|
Against
|
Abstain
|
2.
|
To amend and restate our Amended and Restated 1997 Stock Incentive Plan (the "1997 Stock Plan"), to, among other things, increase by up to 250,000 the number of shares of our common stock authorized for issuance thereunder.
|
¨
|
¨
|
¨
|
3
|
Subject to the approval of Proposal No. 2, to approve an amendment to our Restated Certificate of Incorporation, as amended, to increase by 250,000 the number of authorized shares of each class of our common stock to make available the additional shares contemplated for issuance under the amended and restated 1997 Stock Plan.
|
¨
|
¨
|
¨
|
4.
|
To ratify the appointment of EKS&H LLLP as our independent registered public accounting firm.
|
¨
|
¨
|
¨
|
5
|
To approve our executive compensation in a non-binding advisory vote.
|
¨
|
¨
|
¨
|
6.
|
To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals.
|
¨
|
¨
|
¨
|
7.
|
Your preference, in a non-binding advisory vote, is that our proxyholders should consider other unanticipated business that may be in the interest of our stockholders, and vote accordingly if such business properly comes before the Annual Meeting.
|
¨
|
¨
|
¨
|
|
|
|
Number of Shares
|
|
|
Account/Identifier Number
|
|
Name(s)
|
|
|
|
|
|
|
Signature(s) of Stockholder(s)
|
|
Address
|
Date: ______________________________________
|
|
|
Please complete and sign exactly as your name appears on the shares with the address at which the shares are registered with Heska Corporation's registrar, Computershare Trust Company, Inc. If acting as executor, administrator, trustee, guardian, etc., you should so indicate when signing. If the signer is a corporation, please sign the full corporate name, by duly authorized officer. If shares are held jointly, each stockholder named should sign.
|
1 Year Heska Chart |
1 Month Heska Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions