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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Veru Inc | NASDAQ:VERU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.07 | 5.79% | 1.28 | 1.27 | 1.28 | 1.28 | 1.21 | 1.24 | 1,282,188 | 00:21:13 |
☐
|
Preliminary proxy statement
|
☐
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive proxy statement
|
☐
|
Definitive additional materials
|
☐
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Soliciting material pursuant to Section 240.14a-12
|
VERU INC.
|
(Name of Registrant as Specified in Its Charter)
|
Registrant
|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
1.
|
To elect six members to the Board of Directors, the names of whom are set forth in the accompanying proxy statement, to serve until the 2023 Annual Meeting of Shareholders.
|
2.
|
To consider and act upon a proposal to ratify the appointment of RSM US LLP, independent registered public accounting firm, as the Company's auditors for the fiscal year ending September 30, 2022.
|
3.
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To consider and act upon a proposal to amend the Company's 2018 Equity Incentive Plan.
|
4.
|
To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
|
|
| |
Michael J. Purvis
|
|
| |
Secretary
|
(1)
|
Fiscal Year 2021 as compared to Fiscal Year 2020
|
(2)
|
FDA approval was received in December 2021.
|
(3)
|
As measured from October 1, 2020 to September 30, 2021
|
(4)
|
Cash and cash equivalents as of September 30, 2021
|
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate
Governance
|
Number of Meetings:
|
| |
6
|
| |
6
|
| |
4
|
Name of Member:
|
| |
|
| |
|
| |
|
Mario Eisenberger, M.D.
|
| |
X
|
| |
X
|
| |
X*
|
Michael L. Rankowitz
|
| |
X
|
| |
X*
|
| |
X
|
Grace Hyun
|
| |
—
|
| |
—
|
| |
X
|
Lucy Lu
|
| |
X*
|
| |
X
|
| |
—
|
(1)
|
Mario Eisenberger, M.D.
|
(2)
|
Michael L. Rankowitz
|
(3)
|
Grace Hyun, M.D.
|
(4)
|
Lucy Lu, M.D.
|
•
|
personal integrity and high ethical character;
|
•
|
professional excellence;
|
•
|
accountability and responsiveness;
|
•
|
absence of conflicts of interest;
|
•
|
fresh intellectual perspectives and ideas; and
|
•
|
relevant expertise and experience and the ability to offer advice and guidance to management based on that expertise and experience.
|
|
Board Diversity Matrix (As of January 18, 2022)
|
| ||||||||||||
|
Total Number of Directors
|
| |
6
|
| |||||||||
|
|
| |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Gender
Undisclosed
|
|
|
Gender:
|
| ||||||||||||
|
Number of directors based on gender identity
|
| |
2
|
| |
4
|
| |
|
| |
|
|
|
Demographic Background
Number of directors who identify in any of the categories below:
|
| ||||||||||||
|
African American or Black
|
| |
|
| |
|
| |
|
| |
|
|
|
Alaskan Native or Native American
|
| |
|
| |
|
| |
|
| |
|
|
|
Asian
|
| |
2
|
| |
|
| |
|
| |
|
|
|
Hispanic or Latinx
|
| |
|
| |
|
| |
|
| |
|
|
|
Native Hawaiian or Pacific Islander
|
| |
|
| |
|
| |
|
| |
|
|
|
White
|
| |
|
| |
4
|
| |
|
| |
|
|
|
Two or More Races or Ethnicities
|
| |
|
| |
|
| |
|
| |
|
|
|
LGBTQ+
|
| |
|
| |
|
| |
|
| |
|
|
|
Did Not Disclose Demographic Background
|
| |
|
| |
|
| |
|
| |
|
|
•
|
reviewed and discussed our audited financial statements for the fiscal year ended September 30, 2021, with our management and with our independent registered public accounting firm;
|
•
|
discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;
|
•
|
received and discussed with our independent registered public accounting firm the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the audit committee concerning independence.
|
Service Type
|
| |
Fiscal 2021
|
| |
Fiscal 2020
|
Audit Fees(1)
|
| |
$479,300
|
| |
$507,000
|
Audit-Related Fees
|
| |
—
|
| |
—
|
Tax Fees(2)
|
| |
128,000
|
| |
61,400
|
All Other Fees
|
| |
—
|
| |
—
|
Total Fees
|
| |
$607,300
|
| |
$568,400
|
(1)
|
Consists of fees for the audit of the Company’s consolidated financial statements for the years ended September 30, 2021 and 2020, review of financial information included in the Company’s quarterly reports on Form 10-Q for fiscal 2021 and fiscal 2020, fees for the statutory audits of the foreign entities and consents and assistance with documents filed by the Company with the SEC.
|
(2)
|
Consists of fees relating to the preparation of the Company's corporate income tax returns and related informational filings, review of foreign tax structuring and preparation of foreign income tax returns.
|
Name
|
| |
Age
|
| |
Position
|
Michele Greco
|
| |
63
|
| |
Chief Financial Officer and Chief Administrative Officer of the Company
|
K. Gary Barnette
|
| |
54
|
| |
Chief Scientific Officer of the Company
|
|
| |
Common Stock
|
|||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares
|
| |
Percent of Class
|
Mitchell S. Steiner, M.D., F.A.C.S.(2)
|
| |
8,786,854
|
| |
10.8%
|
Harry Fisch, M.D., F.A.C.S.(3)
|
| |
8,567,185
|
| |
10.6%
|
Mario Eisenberger, M.D.(4)
|
| |
194,999
|
| |
*
|
Michael L. Rankowitz(5)
|
| |
251,666
|
| |
*
|
Lucy Lu, M.D.(6)
|
| |
9,800
|
| |
*
|
Grace Hyun, M.D.(7)
|
| |
31,457
|
| |
*
|
Michele Greco(8)
|
| |
905,073
|
| |
1.1%
|
K. Gary Barnette(9)
|
| |
611,308
|
| |
*
|
All directors and executive officers, as a group (8 persons)(10)
|
| |
19,358,342
|
| |
23.1%
|
*
|
Less than 1 percent.
|
(1)
|
Unless otherwise indicated, the address of each beneficial owner is 48 NW 25th Street, Suite 102, Miami, Florida 33127.
|
(2)
|
Consists of (a) 7,184,767 shares of Common Stock owned directly by Dr. Steiner, (b) 190,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner's adult children of which Dr. Steiner's brother is the trustee, and (c) 1,412,087 shares of Common Stock subject to stock options.
|
(3)
|
Consists of (a) 222,881 shares of Common Stock held directly by Dr. Fisch, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 564,064 shares of Common Stock subject to stock options.
|
(4)
|
Consists of 194,999 shares of Common Stock subject to stock options.
|
(5)
|
Consists of (a) 100,000 shares of Common Stock owned directly by Mr. Rankowitz and (b) 151,666 shares of Common Stock subject to stock options.
|
(6)
|
Consists of 9,800 shares of Common Stock owned directly by Dr. Lu.
|
(7)
|
Consists of (a) 14,790 shares of Common Stock owned directly by Dr. Hyun and (b) 16,667 shares of Common Stock subject to stock options.
|
(8)
|
Consists of (a) 96,178 shares of Common Stock owned directly by Ms. Greco and (b) 808,895 shares of Common Stock subject to stock options.
|
(9)
|
Consists of 611,308 shares of Common Stock subject to stock options.
|
(10)
|
Includes (a) 190,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner's adult children of which Dr. Steiner's brother is the trustee, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 3,759,686 shares of Common Stock subject to stock options.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Option
Awards(1)
|
| |
Nonequity Incentive
Plan Compensation(2)
|
| |
All Other
Compensation(3)
|
| |
Total
|
Mitchell S. Steiner,
Chairman, President and Chief Executive Officer
|
| |
2021
|
| |
$618,000
|
| |
$578,772
|
| |
$790,298
|
| |
$17,997
|
| |
$2,005,067
|
|
2020
|
| |
$501,913
|
| |
$388,707
|
| |
$367,680
|
| |
$5,003
|
| |
$1,263,303
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Michele Greco,
Chief Financial Officer and Chief Administrative Officer
|
| |
2021
|
| |
$382,500
|
| |
$176,043
|
| |
$263,790
|
| |
$13,335
|
| |
$835,668
|
|
2020
|
| |
$316,107
|
| |
$105,284
|
| |
$116,359
|
| |
$11,252
|
| |
$549,002
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
K. Gary Barnette,
Chief Scientific Officer
|
| |
2021
|
| |
$397,500
|
| |
$180,866
|
| |
$226,706
|
| |
$12,496
|
| |
$817,568
|
|
2020
|
| |
$350,000
|
| |
$116,612
|
| |
$145,215
|
| |
$11,800
|
| |
$623,627
|
(1)
|
The amount in this column equals the grant date fair value of the award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of the grant date fair value are included in Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 2, 2021.
|
(2)
|
The Company has an annual incentive bonus program which provides participating named executive officers with the opportunity to receive annual payouts in cash and/or options to purchase shares of Common Stock. Participants are eligible to receive payouts upon achievement of corporate goals and individual goals. Corporate goals for fiscal 2020 and fiscal 2021 included specific objectives relating to general corporate matters, product development for our drug candidates and our FC2 and PREBOOST businesses. Payouts are equal to each participant's target amount multiplied by the weighted percentage achievement of the corporate goals and the participant's individual goals. All of the payout to Ms. Greco and $40,000 of the payout to Dr. Steiner for fiscal 2020 performance under the annual incentive bonus program were made in the form of stock option grants on November 13, 2020 at a value of $1.00 for each option share, while the balance of the payout to Dr. Steiner and all of the payout to Dr. Barnette were made in cash. Each of these options vest in full on November 13, 2021, have a ten-year term and have an exercise price of $2.75 per share, the closing price of the Company’s Common Stock on November 13, 2020. All of the options vest upon the occurrence of a “change of control” (as defined in the applicable Equity Incentive Plan). All of the payout in fiscal 2021 to all executive officers was made in cash.
|
(3)
|
The amount of “All Other Compensation” consists of matching contributions by the Company under the Company's retirement plan for its employees.
|
|
| |
Option Awards
|
|||||||||
|
| |
Number of Shares Underlying
Unexercised Options
|
| |
Option Exercise
Price
|
| |
Option
Expiration Date
|
|||
Name
|
| |
Exercisable
|
| |
Unexercisable
|
| |||||
Mitchell S. Steiner
|
| |
350,000
|
| |
—
|
| |
$1.20
|
| |
8/2/2027
|
|
| |
188,419
|
| |
—
|
| |
$1.22
|
| |
12/14/2027
|
|
| |
210,800
|
| |
—
|
| |
$1.89
|
| |
5/2/2028
|
|
| |
125,802
|
| |
—
|
| |
$1.38
|
| |
12/11/2028
|
|
| |
143,733
|
| |
71,867(1)
|
| |
$1.60
|
| |
5/13/2029
|
|
| |
116,666
|
| |
233,334(2)
|
| |
$1.92
|
| |
11/14/2029
|
|
| |
—
|
| |
40,000(3)
|
| |
$2.75
|
| |
11/13/2030
|
|
| |
—
|
| |
360,000(4)
|
| |
$2.75
|
| |
11/13/2030
|
|
| |
|
| |
|
| |
|
| |
|
Michele Greco
|
| |
15,000
|
| |
—
|
| |
$1.82
|
| |
4/4/2026
|
|
| |
44,792
|
| |
—
|
| |
$1.20
|
| |
8/2/2027
|
|
| |
105,208
|
| |
—
|
| |
$1.05
|
| |
12/4/2027
|
|
| |
78,508
|
| |
—
|
| |
$1.22
|
| |
12/14/2027
|
|
| |
90,000
|
| |
—
|
| |
$1.89
|
| |
5/2/2028
|
|
| |
83,025
|
| |
—
|
| |
$1.38
|
| |
12/11/2028
|
|
| |
61,400
|
| |
30,700(1)
|
| |
$1.60
|
| |
5/13/2029
|
|
| |
31,600
|
| |
63,200(2)
|
| |
$1.92
|
| |
11/14/2029
|
|
| |
114,903
|
| |
—
|
| |
$1.92
|
| |
11/14/2029
|
|
| |
—
|
| |
116,359(3)
|
| |
$2.75
|
| |
11/13/2030
|
|
| |
—
|
| |
109,500(4)
|
| |
$2.75
|
| |
11/13/2030
|
|
| |
|
| |
|
| |
|
| |
|
K. Gary Barnette
|
| |
300,000
|
| |
—
|
| |
$1.87
|
| |
9/4/2028
|
|
| |
66,000
|
| |
33,000(1)
|
| |
$1.60
|
| |
5/13/2029
|
|
| |
35,000
|
| |
70,000(2)
|
| |
$1.92
|
| |
11/14/2029
|
|
| |
137,808
|
| |
—
|
| |
$1.92
|
| |
11/14/2029
|
|
| |
—
|
| |
112,500(4)
|
| |
$2.75
|
| |
11/13/2030
|
(2)
|
Options for one-half of the shares vest on each of November 14, 2021 and November 14, 2022.
|
(3)
|
Options for the shares vest on November 13, 2021.
|
(4)
|
Options for one-third of the shares vest on each of November 13, 2021, November 13, 2022 and November 13, 2023.
|
Name
|
| |
Fees Earned Or
Paid in Cash
|
| |
Option
Awards(1)
|
| |
All Other
Compensation
|
| |
Total
|
Mario Eisenberger
|
| |
—
|
| |
$112,539
|
| |
—
|
| |
$112,539
|
Harry Fisch, M.D., F.A.C.S.
|
| |
—
|
| |
$168,809
|
| |
$648,118(2)
|
| |
$816,927
|
Lucy Lu, M.D.
|
| |
—
|
| |
$357,126
|
| |
—
|
| |
$357,126
|
Michael L. Rankowitz
|
| |
—
|
| |
$112,539
|
| |
—
|
| |
$112,539
|
Grace Hyun, M.D.
|
| |
—
|
| |
$124,238
|
| |
—
|
| |
$124,238
|
Jesus Socorro
|
| |
—
|
| |
$120,578
|
| |
$384,450(3)
|
| |
$505,028
|
(1)
|
The amounts reflect the grant date fair value of the stock option awards during fiscal 2021, computed in accordance with ASC Topic 718.
|
(2)
|
Effective December 31, 2017, Dr. Fisch became an employee of the Company and serves as Chief Corporate Officer. As Chief Corporate Officer, Dr. Fisch provides services regarding the marketing of the Company's products and also assists with investor relations, public relations, setting strategy for the Company, and medical affairs. Dr. Fisch's compensation in fiscal 2021 consisted of (a) salary paid to Dr. Fisch and (b) stock options issued to Dr. Fisch as a payout under the Company’s annual incentive bonus program for performance during fiscal 2021. See note (2) to the Summary Compensation Table for additional information regarding the Company’s annual incentive bonus program and payouts for fiscal 2021 performance.
|
(3)
|
This amount reflects the incremental value of due to the acceleration of vesting of stock option awards in connection with Mr, Socorro's departure from the Board of Directors effective May 14, 2021, computed in accordance with ASC Topic 718.
|
|
| |
Option Awards
|
|||
Name
|
| |
Vested
|
| |
Unvested
|
Mario Eisenberger
|
| |
153,332
|
| |
126,668(1)
|
Harry Fisch, M.D., F.A.C.S.
|
| |
369,947
|
| |
331,117(2)
|
Lucy Lu, M.D.
|
| |
—
|
| |
70,000(3)
|
Michael L. Rankowitz
|
| |
109,999
|
| |
125,001(4)
|
Grace Hyun, M.D.
|
| |
—
|
| |
55,000(5)
|
Jesus Socorro
|
| |
50,000
|
| |
—
|
(1)
|
Represents (a) 1,667 stock options that vest on March 26, 2022, (b) 18,334 stock options that vest on May 13, 2022, (c) 36,667 stock options that vest one-half on each of November 14, 2021 and November 14, 2022, and (d) 70,000 stock options that vest one-third on each of November 13, 2021, November 13, 2022 and November 13, 2023.
|
(2)
|
Represents (a) 33,000 stock options that vest on May 13, 2022, (b) 68,000 stock options that vest one-half on each of November 14, 2021 and November 14, 2022, (c) 125,117 stock options that vest on November 13, 2021, and (d) 105,000 stock options that vest one-third on each of November 13, 2021, November 13, 2022 and November 13, 2023.
|
(3)
|
Represents 70,000 stock options that vest one-third on each of on each of May 14, 2022, May 14, 2023 and May 14, 2024.
|
(4)
|
Represents (a) 18,334 stock options that vest on May 13, 2022, (b) 36,667 stock options that vest one-half on each of November 14, 2021 and November 14, 2022, and (c) 70,000 stock options that vest one-third on each of November 13, 2021, November 13, 2022 and November 13, 2023
|
(5)
|
Represents (a) 50,000 stock options that vest one-third on each of November 13, 2021, November 13, 2022 and November 13, 2023 and (b) 5,000 stock options that vest one-third on each of March 23, 2022, March 23, 2023, and March 23, 2024.
|
•
|
We in-licensed enobosarm in December 2020 and doubled the size of our key oncology assets, expanding our oncology focus to two potential franchises – both prostate cancer and breast cancer.
|
•
|
In the last four years, we have seen our R&D employee headcount increase by 500%. In the last year alone, since we acquired our potential breast cancer franchise, our R&D employee headcount increased by 200%.
|
•
|
During these four years, we have seen our total number of clinical trials increase from three to five and we also launched three Phase 3 clinical trials in 2021 with a total of 9 clinical trials, including a fourth Phase 3 trial, planned for 2022.
|
•
|
The 7,500,000 additional shares to be authorized for issuance under the amendment to the 2018 Equity Incentive Plan represent approximately 9.4% of the shares of Common Stock outstanding as of January 18, 2022.
|
•
|
The 2018 Equity Incentive Plan authorizes the Company to grant various forms of long-term incentives, including stock options, restricted stock, stock appreciation rights, restricted stock units, performance unit awards, and other stock-based awards. The Company believes that this allows it the flexibility to tailor the long-term incentives to its business conditions.
|
•
|
Any full-value awards (i.e., other than options and stock appreciation rights) count as two shares for every share issued for purposes of the Authorized Shares and the Individual Annual Limit (the “Fungible Ratio”).
|
•
|
The 2018 Equity Incentive Plan has a fixed maximum number of authorized shares that cannot be increased without shareholder approval.
|
•
|
The 2018 Equity Incentive Plan has a maximum term of 10 years. No stock option or stock appreciation right can be issued under the 2018 Equity Incentive Plan with a term of more than 10 years and no award may be granted under the 2018 Equity Incentive Plan after the plan expires on March 20, 2028.
|
•
|
Awards under the 2018 Equity Incentive Plan may not vest sooner than 12 months from the date of grant, subject to exceptions for:
|
○
|
a maximum of 10% of the total number of Shares authorized under the 2018 Equity Incentive Plan
|
○
|
any awards made to directors or employees in lieu of any cash retainer in the case of directors or cash compensation in the case of employees
|
○
|
awards to directors which may become fully exercisable on the first anniversary of the date of grant or, if earlier, on the date of our next regular annual meeting of our shareholders, or
|
○
|
acceleration of vesting in accordance with the provisions of the 2018 Equity Incentive Plan.
|
•
|
The Company may clawback any Award in the event of certain financial statement non-compliance issues, as further described in the 2018 Equity Incentive Plan.
|
•
|
Dividends and dividend equivalents may only be paid when an underlying Award vests.
|
•
|
The 2018 Equity Incentive Plan prohibits re-pricing of stock options or stock appreciation rights and requires that all stock options and stock appreciation rights have an exercise price that will be equal to or exceed the fair market value of a share of Common Stock on the date the option or stock appreciation right is granted.
|
•
|
The 2018 Equity Incentive Plan is administered by our Compensation Committee, which is comprised solely of independent, non-employee directors.
|
|
| |
2019
|
| |
2020
|
| |
2021
|
Overhang:
|
| |
|
| |
|
| |
|
Options and awards available for grants
|
| |
3,017,128
|
| |
6,004,569
|
| |
2,890,787
|
Options and awards outstanding
|
| |
9,663,368
|
| |
10,975,841
|
| |
10,650,680
|
Total overhang
|
| |
12,680,496
|
| |
16,980,410
|
| |
13,541,467
|
Common outstanding shares
|
| |
65,038,247
|
| |
69,863,681
|
| |
79,969,748
|
Overhang percentage
|
| |
19.5%
|
| |
24.3%
|
| |
16.9%
|
Pharma and biotech 75th percentile overhang(1)
|
| |
20.0%
|
| |
20.4%
|
| |
19.3%
|
(1)
|
Equilar, Compensation Consultant, January 2022
|
|
| |
2019
|
| |
2020
|
| |
2021
|
Equity awards granted
|
| |
2,295,407
|
| |
2,228,827
|
| |
3,568,625
|
Basic weighted average common shares outstanding
|
| |
63,323,127
|
| |
66,753,450
|
| |
76,272,853
|
Burn rate
|
| |
3.6%
|
| |
3.3%
|
| |
4.7%
|
Pharma and biotech 75th percentile burn rate(1)
|
| |
5.1%
|
| |
5.9%
|
| |
5.4%
|
(1)
|
Equilar, Compensation Consultant, January 2022
|
|
| |
Outstanding
|
| |
Weighted Average
Exercise Price
|
| |
Weighted Average
Remaining Term
|
Stock options
|
| |
12,727,112
|
| |
3.79
|
| |
7.8
|
Stock appreciation rights
|
| |
50,000
|
| |
0.95
|
| |
4.8
|
Common Stock outstanding
|
| |
80,049,082
|
| |
|
| |
|
•
|
Plan Effective Date: March 20, 2018.
|
•
|
Plan Termination Date: 10 years (March 20, 2028).
|
•
|
Shares Authorized: 18,500,000 shares of Common Stock.
|
•
|
Award Types:
|
○
|
Stock options (including both incentive stock options and non-qualified stock options);
|
○
|
Stock appreciation rights;
|
○
|
Restricted stock;
|
○
|
Restricted stock units;
|
○
|
Common Stock as a bonus or in lieu of obligations to pay cash;
|
○
|
Dividend equivalents;
|
○
|
Performance unit awards; and
|
○
|
Other stock-based awards on terms and conditions determined by the Compensation Committee.
|
•
|
Fungible Ratio: All awards other than stock options and stock appreciation rights shall count against the Authorized Shares and the Individual Annual Limit as two shares for every share awarded.
|
•
|
Award Limits: Awards to any single participant are limited to 1,000,000 shares of Common Stock per fiscal year. In addition, an outside director may not be granted awards covering more than 100,000 shares of Common Stock in any fiscal year.
|
•
|
Minimum Vesting: Subject to certain exceptions described below, no award shall have an initial vesting period shorter than 12 months. Other than that initial vesting requirement, vesting is determined by the Compensation Committee at the time of grant.
|
•
|
Repricing Prohibited: The Company is prohibited from repricing any stock options or stock appreciation rights without obtaining shareholder approval.
|
•
|
Exercise Price: All stock options and stock appreciation rights must have an exercise price equal to or greater than the fair market value of a share of Common Stock on the date the option or stock appreciation right is granted.
|
Equity Plan Category
|
| |
Number of Shares To Be
Issued Upon Exercise Of
Outstanding Options,
SARs and Warrants
|
| |
Weighted-Average
Exercise Price Of
Outstanding Options,
SARs and Warrants
|
| |
Shares Remaining
Available For
Issuance Under
Equity Compensation
Plans
|
Equity compensation plans approved by shareholders
|
| |
10,650,680
|
| |
2.83
|
| |
2,890,787
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
|
|
| |
Michael J. Purvis,
|
|
| |
Secretary
|
1 Year Veru Chart |
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