0000727207 false 0000727207 2020-05-07 2020-05-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

Date of report (Date of earliest event reported) May 8, 2020

 

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-31822   84-1072256
(Commission File Number)   (IRS Employer Identification No.)

 

3950 South Country Club Road, Suite 470, Tucson, Arizona   85714
(Address of principal executive offices)   (Zip Code)

 

(520) 365-3100

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value per share AXDX

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 8, 2020, Accelerate Diagnostics, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) at which the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”) to increase the total number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), available for grant thereunder by 4,000,000 shares to a total of 14,677,500 shares. The voting results relating to the approval of the Plan Amendment are set forth under Item 5.07 of this Current Report on Form 8-K.

 

The material terms of the Plan Amendment were described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2020 (the “Proxy Statement”) under the caption “Proposal No. 2 – Amendment of the 2012 Incentive Plan,” which description is incorporated herein by reference.

 

The descriptions of the Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held the Annual Meeting on May 8, 2020. At the Annual Meeting, the Company’s shareholders:

 

(1) elected ten directors, each to hold office for a term to expire at the 2021 Annual Meeting of Shareholders and thereafter until their successors have been elected and qualified;

 

(2) approved the Plan Amendment to increase the total number of authorized shares of Common Stock available for grant under the Plan by 4,000,000 shares to a total of 14,677,500 shares; and

 

(3) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020.

 

 

 

 

The voting results of each of these proposals, which were described in more detail in the Proxy Statement, are set forth below.

 

Proposal No. 1 – Election of Directors

 

Director Nominee  Votes For  Votes Withheld  Broker Non-Votes
Thomas D. Brown  38,150,444  7,058,774  6,697,114
Roland Diggelmann  43,656,089  1,553,129  6,697,114
Louise L. Francesconi  43,353,468  1,855,750  6,697,114
Mark C. Miller  40,784,649  4,424,569  6,697,114
John Patience  37,255,371  7,953,847  6,697,114
Jack Phillips  43,723,117  1,486,101  6,697,114
Jack Schuler  43,349,558  1,859,660  6,697,114
Matthew W. Strobeck, Ph.D.  43,685,420  1,523,798  6,697,114
Frank J.M. ten Brink  43,680,897  1,528,321  6,697,114
Charles Watts, M.D.  38,105,523  7,103,695  6,697,114

 

Proposal No. 2 – Amendment of the 2012 Incentive Plan

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
38,655,420  6,454,795  99,003  6,697,114

 

Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm

 

Votes For  Votes Against  Abstentions
51,493,857  43,962  368,513

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit    
Number   Description
     
10.1  

Sixth Amendment to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan

 

104   Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ACCELERATE DIAGNOSTICS, INC.
  (Registrant)
Date: May 14, 2020  
  /s/ Steve Reichling
  Steve Reichling
  Chief Financial Officer

 

 

 

 

 

EXHIBIT 10.1

 

SIXTH AMENDMENT TO THE

ACCELERATE DIAGNOSTICS, INC.

2012 OMNIBUS EQUITY INCENTIVE PLAN

 

Effective as of October 31, 2012, Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), established, and the shareholders approved, the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”). The Plan was subsequently amended by the First Amendment effective March 21, 2003, the Second Amendment effective February 26, 2014, the Third Amendment effective March 7, 2017, the Fourth Amendment effective September 14, 2018 and the Fifth Amendment effective February 25, 2019. By adoption of this instrument, the Company now desires to amend the Plan to increase the number of shares of stock reserved and available for grant pursuant to the Plan by 4,000,000.

 

1.           This Amendment shall be effective as of February 13, 2020 but is subject to the approval of the Company’s shareholders at the Company’s 2020 Annual Meeting and shall be void in the absence of such approval.

 

2.           Section 4.1 of the Plan (Number of Shares Subject to Plan - Number of Shares) is hereby amended and restated in its entirety to read as follows:

 

4.1       NUMBER OF SHARES. Subject to the possible increases provided by Section 4.2(a) and adjustment as provided in Section 4.4, the total number of shares of Stock reserved and available for grant pursuant to the Plan shall be 14,677,500 shares. As provided in Section 1.1, no Awards will be made pursuant to the 2004 Plan or any other Prior Plan on or after the Effective Date.

 

3.            This Sixth Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect, unless the context indicates otherwise.

 

IN WITNESS WHEREOF, the Company has caused this Sixth Amendment to be executed as of this 13th day of February, 2020.

 

  ACCELERATE DIAGNOSTICS, INC.
   
  /s/ Steve Reichling
  Steve Reichling

 

 

 

 

v3.20.1
Cover
May 08, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 08, 2020
Entity File Number 001-31822
Entity Registrant Name Accelerate Diagnostics, Inc.
Entity Central Index Key 0000727207
Entity Tax Identification Number 84-1072256
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3950 South Country Club Road
Entity Address, Address Line Two Suite 470
Entity Address, City or Town Tucson
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85714
City Area Code 520
Local Phone Number 365-3100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol AXDX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false