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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sorrento Tech Com USD0.001 (MM) | NASDAQ:ROKA | 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% | 0.65 | 0.64 | 0.67 | 0 | 01:00:00 |
Filed by the Registrant
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ý
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Filed by a Party other than the Registrant
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¨
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¨
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Preliminary Proxy Statement
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¨
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Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Materials Pursuant to Rule 14a-12
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ROKA BIOSCIENCE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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ý
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials:
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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•
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to approve the Amended and Restated 2014 Equity Incentive Plan, which includes an increase in the number of shares available for issuance thereunder by 300,000; and
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•
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to transact other such business as may properly come before the Special Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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Mary Duseau
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Chief Executive Officer
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•
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to approve the Amended and Restated 2014 Equity Incentive Plan, which includes an increase in the number of shares available for issuance thereunder by 300,000; and
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•
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to transact other such business as may properly come before the Special Meeting or any adjournment or postponement thereof.
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•
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filing with the Secretary of the Company a notice of revocation;
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•
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sending in another duly executed proxy bearing a later date; or
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•
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attending the meeting and casting your vote in person
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which individuals shall be granted awards;
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l
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number of shares, units or other rights subject to each award;
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l
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exercise, base or purchase price of each award (if any);
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l
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schedule upon which awards will become vested, exercisable or payable;
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l
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performance criteria, performance goals and other conditions of each award;
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l
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duration of each award; and
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l
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all other terms of each award.
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l
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acceleration or extension of the time periods for exercising, vesting in, or realizing gain from any award;
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l
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elimination or modification of performance or other conditions of an award;
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l
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provision for the cash settlement of an award for an equivalent cash value; or
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l
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such other modification or adjustment to an award as the committee deems appropriate to maintain and protect the rights and interests of participants upon or following a change in control.
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l
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cause any or all outstanding options and stock appreciation rights affected by the change in control to become vested and immediately exercisable, in whole or in part;
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l
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cause any other awards affected by the change in control to become non-forfeitable, in whole or in part;
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l
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cancel any option or stock appreciation right in exchange for a substitute option;
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l
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cancel any award of restricted stock, stock units, performance shares or performance units in exchange for a similar award in respect of the capital stock of any successor corporation;
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l
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redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control;
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l
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cancel any option or stock appreciation right affected by the change in control in exchange for cash and/or other substitute consideration
,
and cancel any option or stock appreciation right without any payment of consideration if its exercise price is not less than the value of our common stock on the date of the change in control;
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l
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cancel any stock unit or performance unit affected by the change in control in exchange for cash and/or other substitute consideration (provided such cancellation and exchange does not violate Section 409A of the Code); or
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l
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make such other modifications, adjustments or amendments to outstanding awards or the amended and restated 2014 Plan as it deems necessary or appropriate.
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Equity Compensation Plan Information
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||||||||
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Number of securities
to be issued upon exercise
of outstanding options
and rights(1)
|
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Weighted Average
exercise price of
outstanding options
and rights
|
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Number of securities
remaining available for
future issuance under equity
compensation plan
(excluding securities
referenced in column (a))
|
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||||
Equity compensation plans approved by security holders (2)
|
|
197,554
|
|
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$
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22.91
|
|
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67,670
|
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(3)
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Equity compensation plans not approved by security holders
|
|
—
|
|
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—
|
|
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—
|
|
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Total:
|
|
197,554
|
|
|
$
|
22.91
|
|
|
67,670
|
|
(3)
|
(1)
|
Does not include any Restricted Stock as such shares are already reflected in our outstanding shares.
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(2)
|
The amounts shown in this row include securities under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the "2009 Plan") and the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan")
|
(3)
|
Included in the 67,670 shares are 49,169 shares available under the 2009 Plan. Subsequent to our initial public offering we have not issued shares out of the 2009 Plan, and we do not intend to issue shares out of the 2009 Plan in the future. In accordance with the "evergreen" provision in our 2014 Equity Compensation Plan, an additional 150,081 shares were automatically made available for issuance on the first trading day of 2017, which represents 3% of the number of shares outstanding on December 31, 2016; these shares are excluded from this calculation.
|
Name and Position
|
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Number of Options Granted Under Plan
|
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Number of Shares of Restricted Stock Granted Under Plan
|
||
Chief Executive Officer
|
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—
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—
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Chief Financial Officer
|
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—
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—
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All Executive Officers as a Group
|
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—
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|
|
—
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All Non-Employee Directors, as a Group (1)
|
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15,000
|
|
|
—
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All employees other than executive officers as a Group
|
|
—
|
|
|
—
|
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Total
|
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15,000
|
|
|
—
|
|
(1)
|
In accordance with our Non-employee Director Compensation Policy, as of the date of each annual meeting of the shareholders, each non-employee director receive an option grant to purchase 3,000 shares of our common stock under our existing equity incentive plan, or any other equity incentive plan we may adopt in the future, which shall vest on the one year anniversary of the grant date.
|
Name of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
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Percentage Of Shares Beneficially Owned
|
||
5% Stockholders
|
|
|
|
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||
Entities Affiliated with New Enterprise Associates
(1)
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1,464,900
|
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26.3
|
%
|
Entities Affiliated with OrbiMed
(2)
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1,465,638
|
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26.3
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%
|
TPG Biotechnology Partners III, L.P.
(3)
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1,441,786
|
|
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25.8
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%
|
Named Executive Officers, Executive Officers and Directors:
|
|
|
|
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||
M. James Barrett
(4)
|
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1,465,761
|
|
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26.3
|
%
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Fred E. Cohen
(5)
|
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861
|
|
|
*
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Michael P. Doyle
(6)
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1,357
|
|
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*
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David W. J. McGirr
(7)
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6,313
|
|
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*
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Paul G. Thomas
(8)
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109,017
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2.2
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%
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Nicholas J. Valeriani
(9)
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15,863
|
|
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*
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Lars Boesgaard
(10)
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19,221
|
|
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*
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Mary Duseau
(11)
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9,557
|
|
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*
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All current directors and executive officers as a group (8 persons)
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1,628,688
|
|
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28.9
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%
|
(1)
|
Based on information set forth in a Schedule 13D/A filed with the SEC on September 28, 2016 and our corporate records. The shares beneficially owned consist of
893,471
shares of common stock and warrants to acquire
571,429
shares of common stock. The shares directly held by NEA 13 are indirectly held by NEA Partners 13, L.P., or NEA Partners 13, the sole general partner of NEA 13, NEA 13 GP, LTD, or NEA 13 LTD, the sole general partner of NEA Partners 13 and each of the individual Directors of NEA 13 LTD. The individual directors, or collectively, the Directors, of NEA 13 LTD are M. James Barrett (a member of our board of directors), Peter J. Barris, Forest Baskett, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. NEA 13, NEA Partners 13, NEA 13 LTD and the Directors share voting and dispositive power with regard to the shares held by NEA 13. All indirect holders of the above referenced shares disclaim beneficial ownership of applicable shares except to the extent of their pecuniary interest therein. The shares directly held by NEA Ventures 2009, L.P., or Ven 2009, are indirectly held by Karen P. Welsh, the general partner of Ven 2009. The address for NEA 13, NEA Ventures and Ven 2009 is c/o New Enterprise Associates, Inc., 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
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(2)
|
Based on information set forth in a Schedule 13D filed with the SEC on November 14, 2016 and our corporate records, the shares beneficially owned consist of (i)
893,471
shares of common stock and warrants to acquire
571,429
shares of common stock. OrbiMed Capital GP III, LLC, or GP III, is the general partner of OPI III, and OrbiMed Advisors LLC, or Advisors, is the managing member of GP III. Advisors is also the general partner of Associates III. Samuel D. Isaly is the managing member of and owner of a controlling interest in Advisors and may be deemed to have voting and investment power over shares held by OPI III and Associates III. Mr. Isaly disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein. The address for OPI III and Associates III is 601 Lexington Avenue, 54th Floor, New York NY 10022. Additionally, shares beneficially owned include options granted to Mr. Silverstein to purchase
738
shares of common stock that are exercisable within 60 days of
February 1, 2017
, and for which any economic benefit of these options is transferable to OrbiMed.
|
(3)
|
Based on information set forth in a Schedule 13D/A filed with the SEC on October 31, 2016 and our corporate records, the shares beneficially owned consists of
870,357
shares of common stock and warrants to acquire
571,429
shares of common stock. All shares are held directly by TPG Biotechnology Partners III, L.P., or TPG Biotech III. TPG Biotechnology GenPar III, L.P., or TPG Biotech GenPar III, is the general partner of TPG Biotech III. TPG Biotechnology GenPar III Advisors, LLC, or TPG Biotech Advisors III, is the general partner of TPG Biotech GenPar III. TPG Holdings I, L.P., or TPG Holdings, is the sole member of TPG Biotech Advisors III. TPG Holdings I-A, LLC, or TPG Holdings LLC, is the general partner of TPG Holdings. TPG Group Holdings (SBS), L.P., or TPG Group Holdings, is the sole member of TPG Holdings LLC. TPG Group Holdings (SBS) Advisors, Inc. is the general partner of TPG Group Holdings and may be deemed to have voting and dispositive power over the shares held by TPG Biotech III. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. and may therefore be deemed to have voting and dispositive power over the shares held by TPG Biotech III. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The address for TPG Biotech III and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Fort Worth, TX 76102.
|
(4)
|
The shares beneficially owned consist of (i)
893,471
shares of common stock, (ii) warrants to acquire
571,429
shares of common stock held by NEA and (iii) options to purchase
861
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
3,639
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
. As a director of NEA 13 LTD, Mr. Barrett is obligated to transfer any economic benefit of such options to NEA 13 LTD. The shares of common stock directly held by NEA 13 are indirectly held by NEA Partners 13, L.P., or NEA Partners 13, the sole general partner of NEA 13, NEA 13 GP, LTD, or NEA 13 LTD, the sole general partner of NEA Partners 13 and each of the individual Directors of NEA 13 LTD. The individual directors, or collectively, the Directors, of NEA 13 LTD are M. James Barrett (a member of our board of directors), Peter J. Barris, Forest Baskett, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. NEA 13, NEA Partners 13, NEA 13 LTD and the Directors share voting and dispositive power with regard to the shares held by NEA 13. All indirect holders of the shares disclaim beneficial ownership of applicable shares except to the extent of their pecuniary interest therein. The shares directly held by NEA Ventures 2009,
|
(5)
|
Consists of options to purchase
861
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
3,639
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
(6)
|
Consists of options to purchase
1,357
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
3,639
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
(7)
|
Consists of 5,000 shares of common stock and options to purchase
1,313
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
3,639
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
(8)
|
Consists of (i)
85,504
shares of common stock, of which
13,371
shares are unvested restricted stock, (ii) warrants to purchase
7,143
shares of common stock and (iii) options to purchase
16,370
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
19,478
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
(9)
|
Consists of (i)
7,143
shares of common stock, (ii) warrants to purchase
7,143
shares of common stock and (iii) options to purchase
1,577
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
4,423
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
(10)
|
Consists of (i)
8,937
shares of common stock, of which
2,219
shares are unvested restricted stock, (ii) warrants to purchase
3,572
shares of common stock and (iii) options to purchase
6,712
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
4,053
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
(11)
|
Consists of (i)
1,429
shares of common stock, (ii) warrants to purchase
1,429
shares of common stock and (iii) options to purchase
6,699
shares of common stock that are exercisable within 60 days of
February 1, 2017
. Excludes
8,049
shares of common stock underlying options that are not exercisable within 60 days of
February 1, 2017
.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)
|
||||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
(2)(3)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
197,554
|
|
|
$
|
22.91
|
|
|
67,670
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
197,554
|
|
|
$
|
22.91
|
|
|
67,670
|
|
(1)
|
The amounts shown in this row include securities under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the "2009 Plan") and the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan").
|
(2)
|
Included in the 67,670 shares are 49,169 shares available under the 2009 Plan. Subsequent to our initial public offering we have not issued shares out of the 2009 Plan, and we do not intend to issue shares out of the 2009 Plan in the future. In accordance with the "evergreen" provision in our 2014 Equity Compensation Plan, an additional 150,081 shares were automatically made available for issuance on the first trading day of
2017
, which represents 3% of the number of shares outstanding on
December 31, 2016
; these shares are excluded from this calculation.
|
Name and Principal
Position(1)
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards(1)
($)
|
|
Option
Awards(1) ($)
|
|
Non-equity Incentive Plan Compensation ($)
|
|
All Other Compensation(2) ($)
|
|
Total
($)
|
|||||||||||
Paul G. Thomas
|
|
2016
|
|
$
|
495,325
|
|
|
$
|
99,065
|
|
|
—
|
|
|
108,863
|
|
|
|
|
$
|
19,226
|
|
|
$
|
722,479
|
|
|
Former President and Chief Executive Officer
|
|
2015
|
|
$
|
480,875
|
|
|
$
|
168,307
|
|
|
—
|
|
|
718,166
|
|
|
—
|
|
|
$
|
18,048
|
|
|
$
|
1,385,396
|
|
Lars Boesgaard
|
|
2016
|
|
$
|
250,000
|
|
|
$
|
44,766
|
|
|
—
|
|
|
34,033
|
|
|
|
|
$
|
17,461
|
|
|
$
|
346,260
|
|
|
Vice President and Chief Financial Officer
|
|
2015
|
|
$
|
218,472
|
|
|
$
|
41,333
|
|
|
107,847
|
|
|
75,596
|
|
|
—
|
|
|
$
|
16,086
|
|
|
$
|
459,334
|
|
Mary Duseau
|
|
2016
|
|
$
|
339,487
|
|
|
$
|
114,778
|
|
|
—
|
|
|
33,431
|
|
|
|
|
$
|
27,426
|
|
|
$
|
515,122
|
|
|
President and Chief Executive Officer and former Senior Vice President, Chief Commercial Officer
|
|
2015
|
|
$
|
298,864
|
|
|
$
|
78,144
|
|
|
—
|
|
|
313,301
|
|
|
—
|
|
|
$
|
22,593
|
|
|
$
|
712,902
|
|
(1)
|
Amounts reflect the grant date fair value of stock and option awards granted in 2016 and 2015 in accordance with Accounting Standards Codification Topic 718,
Compensation - Stock Compensation
. For information regarding assumptions underlying the valuation of equity awards, see note 16 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Estimates—Stock-Based Compensation” included in our annual report for the year ended December 31, 2015. These amounts do not correspond to the actual value that may be realized by the named executive officers upon vesting of stock or exercise of stock options.
|
(2)
|
These amounts for 2016 include for Mr. Thomas, (i) $18,025 in employer paid health insurance, (ii) $439 in employer paid life insurance and (iii) $762 in employer paid disability insurance; for Mr. Boesgaard, (i) $15,833 in employer paid health insurance, (ii) $366 in employer paid life insurance, (iii) $762 in employer paid disability insurance and (iv) $500 for a contribution to a Health Savings Account; and for Ms. Duseau, (i) $18,025 in employer paid health insurance, (ii) $439 in employer paid life insurance, (iii) $762 in employer paid disability insurance, (iv) $1,000 for a 401(k) match and (v) $7,200 for a car allowance.
These amounts for 2015 include for Mr. Thomas, (i) $16,847 in employer paid health insurance, (ii) $439 in employer paid life insurance and (iii) $762 in employer paid disability insurance; for Mr. Boesgaard, (i) $15,018 in employer paid health insurance, (ii) $306 in employer paid life insurance, and (iii) $762 in employer paid disability insurance; and for Ms. Duseau, (i) $13,992 in employer paid health insurance, (ii) $366 in employer paid life insurance, (iii) $635 in employer paid life insurance, (iv) $1,000 for a 401(k) match and (v) $6,600 for a car allowance.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
|
|
Number of securities
underlying unexercised
options (#)
|
|
|
Option
exercise
price ($)
|
|
Option
expiration
date
|
|
Number of Shares That Have Not Vested (#)
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested(1) ($)
|
||||||||||
Name
|
|
exercisable
|
|
unexercisable
|
|
|
||||||||||||||||
Paul G. Thomas
|
|
10,467
|
|
|
11,382
|
|
(2)
|
|
$
|
43.60
|
|
|
1/1/2025
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
13,999
|
|
(3)
|
|
$
|
11.30
|
|
|
1/3/26
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
13,597
|
|
(4)
|
|
$
|
57,651
|
|
|
Lars Boesgaard
|
|
675
|
|
|
—
|
|
(5)
|
|
$
|
17.68
|
|
|
4/1/2020
|
|
|
—
|
|
|
|
—
|
|
|
|
|
456
|
|
|
—
|
|
(6)
|
|
$
|
17.68
|
|
|
6/29/2020
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2,038
|
|
|
—
|
|
(7)
|
|
$
|
36.43
|
|
|
1/31/2022
|
|
|
—
|
|
|
|
—
|
|
|
|
|
996
|
|
|
|
(8)
|
|
$
|
9.94
|
|
|
12/31/2022
|
|
|
|
|
|
|
||||
|
|
1,101
|
|
|
1,199
|
|
(2)
|
|
$
|
43.60
|
|
|
1/1/2025
|
|
|
|
|
|
|
|||
|
|
—
|
|
|
4,300
|
|
(3)
|
|
$
|
11.30
|
|
|
1/3/2026
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
3,905
|
|
(9)
|
|
16,557
|
|
||||
Mary Duseau
|
|
4,792
|
|
|
5,657
|
|
(10)
|
|
$
|
39.90
|
|
|
2/3/2025
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
4,299
|
|
(3)
|
|
$
|
11.30
|
|
|
1/3/2026
|
|
|
|
|
|
|
(1)
|
The value is based upon the closing market price of our common stock on
December 31, 2016
, $4.24.
|
(2)
|
Represents options to purchase shares of our common stock granted on January 2, 2015. The shares underlying this option vest 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(3)
|
Represents options to purchase shares of our common stock granted on January 4, 2016. The shares underlying this option vest 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(4)
|
The number of shares displayed represents the unvested shares from the following grant: 21,738 shares granted on December 6, 2013. One-half of the grant vests 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months, the other half of the December 6, 2013 grant vests upon the per share value of common stock reaching $281.50 (as may be adjusted for changes in capitalization).
|
(5)
|
Represents options to purchase shares of our common stock granted on April 2, 2010. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(6)
|
Represents options to purchase shares of our common stock granted on June 30, 2010. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(7)
|
Represents options to purchase shares of our common stock granted on April 1, 2012. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(8)
|
Represents options to purchase shares of our common stock granted on May 13, 2013. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(9)
|
The number of shares displayed represents the unvested shares from the following grants: 3,622 shares granted on December 6, 2013; and 2,473 shares granted on January 2, 2015. One-half of the 2013 grant vests 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the
|
(10)
|
Represents options to purchase shares of our common stock granted on February 2, 2015. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
|
•
|
|
determine which employees, consultants or directors shall be granted awards, and the form of award;
|
|
•
|
|
interpret the 2009 Plan;
|
|
•
|
|
prescribe, amend and rescind rules and regulations relating to the 2009 Plan;
|
|
•
|
|
determine the terms and provisions of award agreements; and
|
|
•
|
|
make all other determinations necessary or advisable for the administration of the 2009 Plan.
|
|
•
|
|
which individuals shall be granted awards;
|
|
•
|
|
number of shares, units or other rights subject to each award;
|
|
•
|
|
exercise, base or purchase price of each award (if any);
|
|
•
|
|
schedule upon which awards will become vested, exercisable or payable;
|
|
•
|
|
performance criteria, performance goals and other conditions of each award;
|
|
•
|
|
duration of each award; and
|
|
•
|
|
all other terms of each award.
|
|
•
|
|
acceleration or extension of the time periods for exercising, vesting in, or realizing gain from any award;
|
|
•
|
|
elimination or modification of performance or other conditions of an award;
|
|
•
|
|
provision for the cash settlement of an award for an equivalent cash value; or
|
|
•
|
|
such other modification or adjustment to an award as the committee deems appropriate to maintain and protect the rights and interests of participants upon or following a change in control.
|
|
•
|
|
cause any or all outstanding options and stock appreciation rights affected by the change in control to become vested and immediately exercisable, in whole or in part;
|
|
•
|
|
cause any other awards affected by the change in control to become non-forfeitable, in whole or in part;
|
|
•
|
|
cancel any option or stock appreciation right in exchange for a substitute option;
|
|
•
|
|
cancel any award of restricted stock, stock units, performance shares or performance units in exchange for a similar award in respect of the capital stock of any successor corporation;
|
|
•
|
|
redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control;
|
|
•
|
|
cancel any option or stock appreciation right affected by the change in control in exchange for cash and/or other substitute consideration
,
and cancel any option or stock appreciation right without any payment of consideration if its exercise price is not less than the value of our common stock on the date of the change in control;
|
|
•
|
|
cancel any stock unit or performance unit affected by the change in control in exchange for cash and/or other substitute consideration (provided such cancellation and exchange does not violate Section 409A of the Code); or
|
|
•
|
|
make such other modifications, adjustments or amendments to outstanding awards or the 2014 Plan as it deems necessary or appropriate.
|
|
•
|
|
each non-employee director is entitled to receive an annual fee from us of $42,000;
|
|
•
|
|
the chair of our audit committee is entitled to receive an annual fee from us of $12,500 and other members of our audit committee are entitled to receive $7,500;
|
|
•
|
|
the chair of our compensation committee is entitled to receive an annual fee from us of $8,000 and other members of our compensation committee are entitled to receive $5,000; and
|
|
•
|
|
the chair of our nominating and corporate governance committee is entitled to receive an annual fee from us of $7,000 and other members are entitled to receive $4,000.
|
Name
|
|
Fees Earned
or Paid in Cash ($) |
|
Option
Awards ($) (1) |
|
Total
($) |
||||||
M. James Barrett
|
|
$
|
57,500
|
|
|
$
|
14,448
|
|
|
$
|
71,948
|
|
Fred Cohen
|
|
$
|
51,000
|
|
|
$
|
14,448
|
|
|
$
|
65,448
|
|
Michael P. Doyle, Ph.D.
|
|
$
|
46,250
|
|
|
$
|
14,448
|
|
|
$
|
60,698
|
|
David W. J. McGirr
|
|
$
|
55,500
|
|
|
$
|
14,448
|
|
|
$
|
69,948
|
|
Jonathan T. Silverstein(2)
|
|
$
|
56,500
|
|
|
$
|
14,448
|
|
|
$
|
70,948
|
|
Nicholas J. Valeriani
|
|
$
|
45,750
|
|
|
$
|
14,448
|
|
|
$
|
60,198
|
|
1)
|
Amount reflects the grant date fair value of option awards granted in 2016 in accordance with Accounting Standards Codification Topic 718,
Compensation - Stock Compensation
. These amounts do not correspond to the actual value that may be realized by the directors upon exercise of such options.
|
2)
|
Mr. Silverstein resigned from our board of directors as of January 17, 2017.
|
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 9, 2016;
|
•
|
our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 6, 2016, for the fiscal quarter ended June 30, 2016, filed with the SEC on August 5, 2015 and for the fiscal quarter ended September 30, 2016, filed with the SEC on November 8, 2016;
|
•
|
our Proxy Statement on Schedule 14A filed with the SEC on April 29, 2016;
|
•
|
our Current Reports on Form 8-K filed with the SEC on February 25 2016, June 27 2016, August 26, 2016, September 16, 2016, September 22, 2016, October 11, 2016, November 1, 2016, November 7, 2016, November 10, 2016, and January 17, 2017; and
|
•
|
the description of our common stock contained in our Registration Statement on Form 8-A, filed on July 11, 2014, including any amendments thereto or reports filed for the purposes of updating this description
|
|
By Order of the Board of Directors
|
|
/s/ Mary Duseau
|
|
Mary Duseau,
Chief Executive Officer
|
|
VOTE BY INTERNET - www.proxyvote.com
|
|
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
ROKA BIOSCIENCE INC.
|
|
20 INDEPENDENCE BOULEVARD
|
|
4TH FLOOR
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
|
WARREN, NJ 07059
|
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
|
|
|
|
|
|
VOTE BY PHONE - 1-800-690-6903
|
|
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
|
|
VOTE BY MAIL
|
|
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
|
|
|
|
ROKA BIOSCIENCE INC.
|
|
|
|
Special Meeting of Shareholders
|
|
|
|
February 28, 2017 8:30 AM
|
|
|
|
This proxy is solicited by the Board of Directors
|
|
|
|
|
|
|
|
The shareholder(s) hereby appoint(s) Mary Duseau and Lars Boesgaard, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of ROKA BIOSCIENCE INC. that the shareholder(s) is/are entitled to vote at the Special Meeting of shareholders to be held at 8:30 AM, EST on February 28, 2017, at Roka's corporate offices, located at 20 Independence Boulevard, Suite 401, Warren, New Jersey, 07059, and any adjournment or postponement thereof.
|
|
|
|
|
|
|
|
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
|
|
|
|
Continued and to be signed on reverse side
|
|
|
|
|
|
1.
|
Establishment and Purpose
|
2.
|
Definitions
|
3.
|
Administration
|
4.
|
Shares Subject to the Plan
|
5.
|
Participation and Awards
|
6.
|
Stock Options
|
7.
|
Stock Appreciation Rights
|
8.
|
Restricted Stock Awards
|
9.
|
Stock Unit Awards
|
10.
|
Performance Shares
|
11.
|
Performance Units
|
12.
|
Incentive Bonus Awards
|
13.
|
Other Cash-Based Awards and Other Stock-Based Awards
|
14.
|
Code Section 162(m) Awards
|
15.
|
Change in Control
|
16.
|
General Provisions
|
17.
|
Legal Compliance
|
18.
|
Effective Date, Amendment and Termination
|
|
|
|
pre-tax income,
|
|
|
|
after-tax income,
|
|
|
|
net income (meaning net income as reflected in the Company’s financial reports for the applicable period, on an aggregate, diluted and/or per share basis, or economic net income),
|
|
|
|
operating income or profit,
|
|
|
|
cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital,
|
|
|
|
earnings per share (basic or diluted),
|
|
|
|
return on equity,
|
|
|
|
returns on sales or revenues,
|
|
|
|
return on invested capital or assets (gross or net),
|
|
|
|
cash, funds or earnings available for distribution,
|
|
|
|
operating expenses,
|
|
|
|
implementation or completion of critical projects or processes,
|
|
|
|
return on investment,
|
|
|
|
total return to stockholders (meaning the aggregate Common Stock price appreciation and dividends paid (assuming full reinvestment of dividends) during the applicable period),
|
|
|
|
net earnings growth,
|
|
|
|
stock appreciation (meaning an increase in the price or value of the Common Stock after the date of grant of an award and during the applicable period),
|
|
|
|
return measures (including but not limited to return on assets, capital, equity, or sales),
|
|
|
|
increase in revenues,
|
|
|
|
the Company’s published ranking against its peer group of pharmaceutical companies based on total stockholder return,
|
|
|
|
net earnings,
|
|
|
|
changes (or the absence of changes) in the per share price of the Company’s Common Stock,
|
|
|
|
earnings before or after any one or more of the following items: interest, taxes, depreciation or amortization, as reflected in the Company’s financial reports for the applicable period,
|
|
|
|
total revenue growth (meaning the increase in total revenues after the date of grant of an award and during the applicable period, as reflected in the Company’s financial reports for the applicable period),
|
|
|
|
economic value created,
|
|
|
|
operating margin or profit margin,
|
|
|
|
Share price or total shareholder return,
|
|
|
|
cost targets, reductions and savings, productivity and efficiencies,
|
|
|
|
clinical or regulatory milestones,
|
|
|
|
strategic business criteria, consisting of one or more objectives based on meeting objectively determinable criteria: specified market penetration, geographic business expansion, investor satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons,
|
|
|
|
objectively determinable personal or professional objectives, including any of the following performance goals: the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions, and
|
|
|
|
any combination of, or a specified increase or improvement in, any of the foregoing.
|
1 Year ROKA BIOSCIENCE, INC. Chart |
1 Month ROKA BIOSCIENCE, INC. Chart |
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