Ocular Therapeutix Reports Director/Officer Changes & Governance Updates
Ticker: OCUL · Form: 8-K · Filed: Jun 14, 2024 · CIK: 1393434
| Field | Detail |
|---|---|
| Company | Ocular Therapeutix, Inc (OCUL) |
| Form Type | 8-K |
| Filed Date | Jun 14, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, officer-changes, director-changes
Related Tickers: OCUL
TL;DR
OCUL board shakeup and officer changes announced, plus governance updates.
AI Summary
Ocular Therapeutix, Inc. filed an 8-K on June 14, 2024, reporting on several key events as of June 12, 2024. These include the departure of directors or certain officers, the election of directors, the appointment of certain officers, and updates to compensatory arrangements for certain officers. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders.
Why It Matters
Changes in board composition and officer appointments can signal shifts in company strategy or leadership, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in directors and officers, along with amendments to corporate governance documents, can indicate internal shifts that may affect the company's direction and stability.
Key Players & Entities
- OCULAR THERAPEUTIX, INC. (company) — Registrant
- June 12, 2024 (date) — Earliest event reported
- June 14, 2024 (date) — Date of report
FAQ
Who has departed from Ocular Therapeutix, Inc. as a director or officer?
The filing indicates the departure of directors or certain officers, but does not name specific individuals in the provided text.
Were new directors or officers appointed?
Yes, the filing reports on the election of directors and the appointment of certain officers.
Are there any changes to the company's compensatory arrangements for officers?
Yes, the filing mentions updates to compensatory arrangements of certain officers.
What other corporate governance matters are addressed in this filing?
The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders.
What is the exact date of the earliest event reported in this 8-K?
The earliest event reported is dated June 12, 2024.
Filing Stats: 1,054 words · 4 min read · ~4 pages · Grade level 11.5 · Accepted 2024-06-14 09:03:53
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value per share OCUL The Nasdaq
Filing Documents
- tm2417152d1_8k.htm (8-K) — 45KB
- tm2417152d1_ex3-1.htm (EX-3.1) — 7KB
- 0001104659-24-071530.txt ( ) — 225KB
- ocul-20240612.xsd (EX-101.SCH) — 3KB
- ocul-20240612_lab.xml (EX-101.LAB) — 33KB
- ocul-20240612_pre.xml (EX-101.PRE) — 22KB
- tm2417152d1_8k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 12, 2024, Ocular Therapeutix, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). At the 2024 Annual Meeting, the Company's stockholders approved an amendment ("Amendment No. 3") to the Company's 2021 Stock Incentive Plan, as amended (the "2021 Stock Incentive Plan"). Amendment No. 3, which had previously been adopted by the Company's Board of Directors Plan by 7,000,000 shares. A description of the material terms and conditions of Amendment No. 3 is set forth in Proposal 3 on pages 39 to 51 of the Company's definitive proxy statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on April 29, 2024 , and is incorporated herein by reference. This summary of Amendment No. 3 is qualified in its entirety by reference to the full text of the 2021 Stock Incentive Plan, as amended by Amendment No. 3, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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 2024 Annual Meeting, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Amendment"), to increase the number of authorized shares of the Company's common stock from 200,000,000 shares to 400,000,000 shares. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company's currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 12, 2024. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is 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 following is a summary of the matters voted on at the 2024 Annual Meeting. (1) The Company's stockholders elected Adrienne L. Graves, Ph.D. and Charles Warden as Class I directors to serve until the 2027 Annual Meeting of Stockholders, each such director to hold office until her or his successor has been duly elected and qualified. The results of the stockholders' vote with respect to the election of such Class I directors were as follows: Name Votes For Votes Withheld Broker Non-Votes Adrienne L. Graves, Ph.D. 85,368,917 389,155 35,036,868 Charles Warden 78,505,842 7,252,230 35,036,868 (2) The Company's stockholders approved a non-binding, advisory proposal regarding the compensation of the Company's named executive officers. The results of the stockholders' vote with respect to such proposal were as follows: For Against Abstain Broker Non-Votes 76,321,509 9,265,164 171,399 35,036,868 (3) The Company's stockholders approved Amendment No. 3 to increase the number of shares of common stock of the Company issuable under the 2021 Stock Incentive Plan by 7,000,000 shares. The results of the stockholders' vote with respect to such proposal were as follows: For Against Abstain Broker Non-Votes 84,021,277 1,650,947 85,848 35,036,868 (4) The Company's stockholders approved the proposal to amend the Company's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. The results of the stockholders' vote with respect to such proposal were as follows: For Against Abstain Broker Non-Votes 112,604,813 8,024,680 165,447 (5) The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders' vote with r
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 3.1 Certificate of Amendment of Restated Certificate of Incorporation, as amended, of Ocular Therapeutix, Inc. 99.1 Ocular Therapeutix, Inc. 2021 Stock Incentive Plan, as amended, incorporated herein by reference to Appendix B to the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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. OCULAR THERAPEUTIX, INC. Date: June 14, 2024 By: /s/ Donald Notman Name: Donald Notman Title: Chief Financial Officer