ReShape Lifesciences Inc. Announces 2024 Annual Stockholder Meeting

TL;DR

<b>ReShape Lifesciences Inc. will hold its virtual annual meeting of stockholders on February 23, 2024, with January 8, 2024, as the record date.</b>

AI Summary

ReShape Lifesciences Inc. (HIND) filed a Proxy Statement (DEF 14A) with the SEC on January 24, 2024. Annual meeting scheduled for February 23, 2024, at 8:30 a.m. Pacific Time. Meeting will be conducted virtually via the internet at www.virtualstockholdermeeting.com/RSLS2024. Record date for common stock and series C convertible preferred stock is January 8, 2024. Common stockholders can vote on all proposals; preferred stockholders vote only on director elections. Proxy voting available via telephone, internet, or mail.

Why It Matters

For investors and stakeholders tracking ReShape Lifesciences Inc., this filing contains several important signals. This filing is a Definitive Proxy Statement (DEF 14A), indicating it contains important information for shareholders regarding the upcoming annual meeting and voting procedures. The virtual format of the meeting aims to increase accessibility for stockholders, allowing participation from any location with internet access.

Risk Assessment

Risk Level: — ReShape Lifesciences Inc. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or strategic information that would alter the risk profile.

Analyst Insight

Stockholders should review the proxy materials to understand the proposals being voted on and ensure their vote is cast by the deadline.

Key Numbers

• February 23, 2024 — Annual Meeting Date (Date of the annual meeting of stockholders.)
• 8:30 a.m. Pacific Time — Annual Meeting Time (Time of the annual meeting of stockholders.)
• January 8, 2024 — Record Date (Date to determine which stockholders are entitled to notice and vote.)

Key Players & Entities

• ReShape Lifesciences Inc. (company) — Registrant and filer of the proxy statement.
• Paul F. Hickey (person) — President and Chief Executive Officer of ReShape Lifesciences Inc.
• January 8, 2024 (date) — Record date for stockholders entitled to vote.
• February 23, 2024 (date) — Date of the annual meeting of stockholders.
• www.virtualstockholdermeeting.com/RSLS2024 (url) — Website for the virtual annual meeting.

FAQ

Industry Context

ReShape Lifesciences Inc. operates in the medical device industry, focusing on solutions for obesity and metabolic diseases.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Rule 14a-101, which governs the content of proxy statements.

What Investors Should Do

1. Review the proxy statement for details on proposals and director nominees.
2. Vote shares by the specified deadline using the provided methods (phone, internet, mail).
3. Attend the virtual annual meeting on February 23, 2024, to participate in discussions and vote live.

Key Dates

• 2024-02-23: Annual Meeting of Stockholders — Key date for stockholders to vote on company matters.
• 2024-01-08: Record Date — Determines eligibility to vote at the annual meeting.
• 2024-01-24: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing for the annual meeting, distinct from previous filings which might have included quarterly or annual financial reports.

Filing Documents

• tm242042d2_def14a.htm (DEF 14A) — 309KB
• tm242042d1_pre14aimg001.jpg (GRAPHIC) — 4KB
• tm242042d2_def14aimg001.jpg (GRAPHIC) — 200KB
• tm242042d2_def14aimg002.jpg (GRAPHIC) — 113KB
• tm242042d2_def14aimg003.jpg (GRAPHIC) — 184KB
• tm242042d2_def14aimg004.jpg (GRAPHIC) — 119KB
• 0001104659-24-005997.txt (&nbsp;) — 1164KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 6 PROPOSAL NO. 1&mdash;ELECTION OF DIRECTORS 7 DIRECTOR COMPENSATION 9 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 10 EXECUTIVE OFFICERS 16

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 17 PROPOSAL NO. 2&mdash;APPROVAL OF REVERSE STOCK SPLIT 21 PROPOSAL NO. 3&mdash;APPROVAL OF POTENTIAL ISSUANCE OF SHARES PURSUANT TO WARRANT EXERCISE AGREEMENT 27 PROPOSAL NO. 4&mdash;ADVISORY VOTE ON EXECUTIVE COMPENSATION 30 PROPOSAL NO. 5&mdash;RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31 AUDIT COMMITTEE REPORT 32 ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K 33 &ldquo;HOUSEHOLDING&rdquo; OF PROXY MATERIALS 33 OTHER MATTERS 33 i PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 23, 2024 The Board of Directors of ReShape Lifesciences Inc. (&ldquo;ReShape Lifesciences&rdquo; or the &ldquo;Company&rdquo;) is soliciting proxies for use at the annual meeting of stockholders to be held on Friday, February 23, 2024, and at any adjournment of the meeting. This proxy statement and the enclosed proxy card are first being mailed or given to stockholders on or about January 23, 2024. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING What is the purpose of the meeting? At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders, including: &middot; election of Dan W. Gladney and Lori McDougal as Class I directors (Proposal No. 1); &middot; authorization of the Company&rsquo;s Board of Directors, in its discretion but in no event later than the one year anniversary of the date of the annual meeting of stockholders, to amend the Company&rsquo;s Certificate of Incorporation to effect a reverse stock split of the Company&rsquo;s common stock, at a ratio in the range of 1-for-10 to 1-for-60, such ratio to be determined by the Board of Directors and included in a public announcement (Proposal No. 2); &middot; Approve the issuance of shares of our common stock underlying warrants issued to an investor pursuant to that certain Inducement Offer to Exercise Common Stock Purchase Warrants, dated as of N

SECURITY OWNERSHIP OF CERTAIN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the beneficial ownership of our common stock by each person or group who beneficially owned 5% or more of our common stock, each of our directors, each of the executive officers named in the Summary Compensation Table in this proxy statement and our directors and executive officers as a group, as of December 15, 2023. Percentage ownership calculations for beneficial ownership are based on 23,382,047 shares outstanding as of December 15, 2023. However, for purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which that person or persons has or have the right to acquire within 60 days following December 15, 2023 is deemed to be outstanding for that person&rsquo;s calculation, but is not deemed to be outstanding for the purpose of computing the percentage supplied to us by our directors, officers and principal stockholders or on Schedules 13D or 13G filed with the Securities and Exchange Commission (&ldquo;SEC&rdquo;). Unless otherwise noted, the directors and executive officers listed in the table have sole voting and investment power with respect to the shares of common stock owned by them and their address is c/o ReShape Lifesciences Inc., 18 Technology Drive, Suite 100, Irvine, California 92618. Name and Address of Beneficial Owner Number of Shares of Common Stock Percent of Outstanding Common Stock 5% Stockholders None Directors and Executive Officers Paul Hickey &mdash; * Thomas Stankovich 22,949 * Dan Gladney 840 * Gary Blackford &mdash; * Arda Minocherhomjee &mdash; * Lori McDougal &mdash; * All directors and executive officers as a group (6 persons) 23,789 * * The percentage of shares of common stock benefic

View Full Filing

View this DEF 14A filing on SEC EDGAR