UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
T2 Biosystems, Inc. (the “Company”) held its annual meeting of stockholders on June 25, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s amended and restated 2014 Incentive Award Plan (the “Restated Plan”) that amended and restated the Company’s prior 2014 Incentive Award Plan, which was previously amended and restated effective June 17, 2016 (the “2014 Plan”).
On April 27, 2021, the Company’s Board of Directors approved the Restated Plan, subject to stockholder approval at the Annual Meeting. The term of the Restated Plan was extended so that the Restated Plan will terminate on April 27, 2031. The Restated Plan further provides that in no event may more than 35,000,000 shares be issued upon exercise of incentive stock options, or ISOs, under the Restated Plan, which number includes shares issued upon exercise of ISOs under the 2014 Plan prior to the effective date of the Restated Plan. The foregoing share number may be adjusted for changes in our capitalization and certain corporate transactions. The Restated Plan provides that the maximum number of shares of the Company’s common stock that may be subject to one or more awards granted during any calendar year to any one person is 6,000,000.
The Restated Plan provides that the maximum amount of cash and other compensation and the aggregate grant date fair value of awards granted to a non-employee director of our company for services as a non-employee director during any calendar year may not, in the aggregate, exceed $700,000 (or, in the fiscal year of any director’s initial service, $950,000), subject to exception in extraordinary circumstances.
The Restated Plan removes certain provisions which were previously included in order for awards to be eligible to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code prior to its repeal under the Tax Cuts and Jobs Act of 2017.
The Restated Plan is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2021 (the “Proxy Statement”) under “Proposal 3 – Approval of the Amendment and Restatement of the T2 Biosystems, Inc. 2014 Incentive Award Plan.” The foregoing summary of the Restated Plan is qualified in its entirety by reference to the complete text of the Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were a total of 148,491,673 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote at the Annual Meeting, as of the April 28, 2021 record date. At the Annual Meeting, 92,846,274 shares of common stock were represented in person or by proxy; therefore, a quorum was present. The votes with respect Proposals 2 through 5 (each as more fully described in the Proxy Statement) are set forth below. Based on the following votes, John McDonough, Robin Toft and Seymour Liebman were elected and Proposals 2 through 5 were approved. As more fully described in Item 7.01, the Annual Meeting was adjourned solely with respect to Proposal 1 to solicit additional proxies to vote on that proposal.
Proposal 2: Election of Class I Directors
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| John McDonough |
42,242,304 | 11,255,434 | 39,348,536 | |||||||||
| Robin Toft |
43,197,356 | 10,300,382 | 39,348,536 | |||||||||
| Seymour Liebman |
43,618,341 | 9,879,397 | 39,348,536 | |||||||||
Proposal 3: Approval of the Amendment and Restatement of the T2 Biosystems, Inc. 2014 Incentive Award Plan
| For: |
36,180,474 | |||
| Against: |
14,957,018 | |||
| Abstain: |
2,360,246 | |||
| Broker Non-Vote |
39,348,356 |
Proposal 4: Ratification of Appointment of Independent Auditors
| For: |
86,343,866 | |||
| Against: |
2,662,216 | |||
| Abstain: |
3,840,192 |
Proposal 5: Approval of an Adjournment of the Annual Meeting
| For: |
67,575,272 | |||
| Against: |
21,587,060 | |||
| Abstain: |
3,683,942 |
Item 7.01 Regulation FD Disclosure
Following approval of Proposal 5, as described above, the Annual Meeting was adjourned solely to solicit additional proxies to vote on Proposal 1, an approval of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares from 200,000,000 to 400,000,000, as described in the Company’s Proxy
Statement. During the period of adjournment, the Company will continue to accept shareholder votes and any shareholders who have not yet voted are encouraged to do so. Any shareholders who have already voted or submitted a proxy do not need to take any further action unless they wish to change their vote. Further details of the adjourned meeting will be announced prior to the date of such meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | T2 Biosystems, Inc. 2014 Incentive Award Plan, as amended and restated | |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 28, 2021 | T2 BIOSYSTEMS, INC. | |||||
| By: | /s/ John Sprague | |||||
| John Sprague | ||||||
| Chief Financial Officer | ||||||