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NVIV > SEC Filings for NVIV > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for INVIVO THERAPEUTICS HOLDINGS CORP. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matte

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Shareholders of InVivo Therapeutics Holdings Corp. (the "Company") held on May 23, 2013 (the "Annual Meeting"), the Company's shareholders voted on and approved amendments to the Company's 2010 Equity Incentive Plan (the "Plan") to (i) increase the number of shares of the Company's common stock available for issuance under the Plan from 6,500,000 to 11,000,000 shares and (ii) to increase the number of shares of the Company's common stock that may be granted as awards to any one individual under the Plan during any calendar year from 2,000,000 to 4,000,000 shares. The Plan, as amended, is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2013, the Annual Meeting was held and the following matters were submitted to the Company's shareholders at the meeting, all of which were approved:

the election of one Class II director to hold office for a three-year term ending at the annual meeting of shareholders in 2016;

the approval of amendments to the Company's 2010 Equity Incentive Plan;

the approval, on an advisory basis, of the compensation of the Company's named executive officers;

the approval, on an advisory basis, of the preferred frequency of holding future advisory votes on named executive officer compensation every three years; and

the ratification of the appointment of Wolf & Company, P.C., an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2013.

The number of votes for and against and the number of abstentions and non-votes with respect to each matter are set forth below.

Election of Class II Director

Nominee For Votes Withheld Votes Broker Non-Votes

John A. McCarthy, Jr. 27,397,631 247,958 19,586,572

Approval of Amendments to 2010 Equity Incentive Plan

For Against Abstained Broker Non-Votes

25,217,643 2,300,725 127,221 19,586,572

Approval, on an Advisory Basis, of Named Executive Officer Compensation

For Against Abstained Broker Non-Votes

27,144,158 420,406 81,025 19,586,572

Approval, on an Advisory Basis, of Frequency of Future Advisory Votes on Named Executive Officer Compensation

One Year Two Years Three Years Abstained

3,737,244 865,708 22,934,392 108,245

A majority of the votes cast by shareholders was in line with the recommendation of the Company's board of directors to hold an advisory vote on the compensation of named executive officers every three years. In light of such vote, the Company will include an advisory vote on the compensation of named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of advisory votes on the compensation of named executive officers.

Ratification of Appointment of Wolf & Company, P.C. as independent auditor

For Against Abstained Broker Non-Votes

46,841,482 292,948 97,731 0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number                                    Description

10.1         2010 Equity Incentive Plan, as amended (incorporated by reference from
             Appendix A to the Company's Definitive Proxy Statement on Schedule
             14A, as filed with the SEC on April 19, 2013).

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