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 18, 2020
SHARPS COMPLIANCE CORP.
Commission File No. 001-34269

(Exact Name Of Registrant As Specified In Its Charter)
Delaware
74-2657168
(State Or Other Jurisdiction Of
Incorporation or Organization)
(IRS Employer Identification No.)

9220 Kirby Drive, Suite 500
Houston, Texas 77054
(Address Of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code)
713-432-0300

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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o 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 Shares, $0.01 Par Value
SMED
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 o
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. o






 
 
 

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

Item 9.01
Financial Statement and Exhibits.

SIGNATURES







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

On May 18, 2020, the Compensation Committee of the Board of Directors of the Company (“Compensation Committee”) approved changes to the compensation plan as shown below.

2021 Compensation and Incentive Plan - On February 14, 2020, the Compensation Committee approved a Compensation and Incentive Plan for fiscal year 2021 (ending June 30, 2021) (the “2021 CIP”) which included a cash bonus and stock options pool. Under the 2021 CIP, the covered participants will be eligible for an incentive, weighted by target, if the Company achieves the following CIP performance targets:
Achievement of a pre-established amount of annual revenue for the period - weighted 50%
Achievement of a pre-established amount of annual net income - weighted 25%
Discretionary portion - weighted 25% - approved by the Compensation Committee based on positioning the Company for future growth
As revised by the Compensation Committee, if the financial and discretionary targets are achieved under the 2021 CIP, a total cash bonus pool of $284,500 will be paid to specific Company executives based on a percentage of their base compensation, including a payout to the Chief Executive Officer ("CEO") at 30% of his base salary, the Chief Financial Officer ("CFO") at 25% of her base salary and the remainder to other specific Company executives at 20% of their respective base salaries. The equity portion of the 2021 CIP, which was not changed, includes a stock option pool of 320,000 stock options to be awarded if the targets are achieved, of which 102,400 stock options are applicable to the CEO, 51,200 stock options are applicable to the CFO, 64,000 stock options are applicable to non-executive employees and the remainder are allocable to other specific Company executives.



Item 9.01.    Financial Statements and Exhibits.
None





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 thereunto duly authorized.

Date: May 19, 2020                      SHARPS COMPLIANCE CORP.


 
By: /s/ DIANA P. DIAZ
 
Vice President and Chief Financial Officer