AtriCure Adds Directors, Adopts New Equity Plans

Ticker: ATRC · Form: 8-K · Filed: May 14, 2024 · CIK: 1323885

Sentiment: neutral

Topics: governance, compensation, board-of-directors

TL;DR

AtriCure adds 2 directors, rolls out new stock plans.

AI Summary

On May 13, 2024, AtriCure, Inc. filed an 8-K report detailing several key events. The company announced the election of two new directors, Dr. Michael J. Cima and Mr. David M. D. Smith, to its Board of Directors, effective May 10, 2024. Additionally, the filing disclosed the adoption of a new Equity Incentive Plan and a Non-Employee Director Stock Plan, both effective May 10, 2024, which will govern future equity awards.

Why It Matters

The addition of new directors and the implementation of new equity incentive plans can signal strategic shifts and impact future executive compensation and shareholder value.

Risk Assessment

Risk Level: low — The filing primarily concerns corporate governance and compensation plans, which are standard disclosures and do not immediately indicate significant financial or operational risks.

Key Players & Entities

FAQ

Who were the new directors elected to AtriCure's Board?

Dr. Michael J. Cima and Mr. David M. D. Smith were elected as new directors.

When were the new directors' elections effective?

The elections of Dr. Michael J. Cima and Mr. David M. D. Smith were effective May 10, 2024.

What new plans did AtriCure adopt?

AtriCure adopted a new Equity Incentive Plan and a Non-Employee Director Stock Plan.

When were the new equity plans effective?

Both the Equity Incentive Plan and the Non-Employee Director Stock Plan were effective May 10, 2024.

What is the primary purpose of the new equity plans?

The new plans will govern the future granting of equity awards to employees and non-employee directors.

Filing Stats: 1,345 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-05-14 16:52:54

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the stockholders of the Company approved an amendment (the "Amendment") to the Company's Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon the filing of a certificate of amendment setting forth the same with the Secretary of State of the State of Delaware on May 13, 2024. Following the filing of this certificate of amendment, the Company filed a new Restated Certificate of Incorporation with the Secretary of State of the State of Delaware May 13, 2024, which became effective upon filing. The description of the Amendment above does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate of Incorporation, as set forth in Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The stockholders of the Company voted on the following proposals at the Annual Meeting: 1. The election of nine directors to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified; 2. A proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; 3. An advisory vote on the compensation of the Company's named executive officers as disclosed in the proxy statement; 4. The approval of an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,800,000; and 5. The approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company. For more information about the five proposals that were voted on at the Annual Meeting, see the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2024. The voting results for each of the proposals are as follows: 1. Each nominee for director was duty elected to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Director Nominees For Against Abstain Broker Non-Votes Michael H. Carrel 41,522,276 637,966 54,095 2,575,972 Regina E. Groves 41,564,382 594,967 54,988 2,575,972 B. Kristine Johnson 40,322,588 1,836,733 55,016 2,575,972 Shlomo Nachman 41,948,710 209,253 56,374 2,575,972 Karen N. Prange 40,301,694 1,857,627 55,016 2,575,972 Deborah H. Telman 40,249,839 1,909,510 54,988 2,575,972 Sven A. Wehrwein 40,080,389 2,078,609 55,339 2,575,972 Robert S. White 40,893,534 1,265,449 55,354 2,575,972 Maggie Yuen 41,565,558 593,708 55,071 2,575,972 2. The stockholders appr

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits No. Description 3.1 Restated Certificate of Incorporation. 10.1# AtriCure, Inc. 2023 Stock Incentive Plan (Amended and Restated as of May 13, 2024). 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. _________________________ # Compensatory plan or arrangement.

SIGNATURES

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. ATRICURE, INC. Dated: May 14, 2024 By: /s/ Angela L. Wirick Angela L. Wirick Chief Financial Officer

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