UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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.
On June 8, 2020, following the 2020 annual meeting of stockholders of TransEnterix, Inc. (the “Company”), the Board of Directors approved equity awards for the members of the Board and the executive officers of the Company. In 2020, the Compensation Committee of the Board retained Radford plc as the independent compensation consultant for the Board of Directors, and worked with Radford to update the Company’s peer group and evaluate and establish compensation guidelines for compensation paid to non-employee directors and executive officers. Such evaluation was completed prior to the determination of the awards.
The awards to the non-employee directors consist of the annual equity grants of restricted stock units (“RSUs”) and stock options under the director compensation program as described in our Current Report on Form 8-K filed on May 6, 2020, with a grant date value of $45,000 per non-employee director, as well as one-time compensatory awards to the Board members for service to the Company during this critical time in the Company’s history with a grant date value ranging from $5,000 to $10,000, depending on length of Board service. The number of stock options granted is based on a Black-Scholes calculation and the number of RSUs calculated as if the stock price was $1.00.
The awards to the executive officers include the 2020 annual long-term incentive grants, as well, for Mr. Fernando, of a retention and CEO promotion grant. Thirty percent of the value of the annual long-term incentive awards to Mr. Fernando is comprised of performance-based RSUs, which will only vest if the Company’s stock price is at least $1.00 or more for twenty consecutive trading days in a three-year performance period.
The awards were all made under the Company’s Amended and Restated Incentive Compensation Plan. An aggregate of 2,062,288 shares underlie these awards if they fully vest.
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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.
TransEnterix, Inc. | ||||||
Date: June 11, 2020 | /s/ Brett Farabaugh | |||||
Brett Farabaugh | ||||||
Interim Chief Financial Officer | ||||||
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