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CRIS > SEC Filings for CRIS > Form 8-K on 3-Jun-2013All Recent SEC Filings

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Form 8-K for CURIS INC


3-Jun-2013

Entry into a Material Definitive Agreement, Material Modification to Rights of Security


Item 1.01. Entry into a Material Definitive Agreement

On May 30, 2013, Curis, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"), at which its stockholders approved the Company's Amended and Restated 2010 Stock Incentive Plan (the "Amended and Restated 2010 Plan"). The Board of Directors of the Company (the "Board") adopted the Amended and Restated 2010 Plan on March 28, 2013, subject to stockholder approval.

The summary of the Amended and Restated 2010 Plan below does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2010 Plan which is incorporated herein by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 16, 2013 (the "Proxy Statement").

Number of Shares Available for Award

Up to 9,000,000 shares of the Company's common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the Amended and Restated 2010 Plan.

The Amended and Restated 2010 Plan uses a "fungible share" concept under which each share of stock subject to awards granted as options and stock appreciation rights, or SARs, cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the price charged for the award is less than 100% of the fair market value of the Company's common stock will cause 1.3 shares per share under the award to be removed from the available share pool. Shares covered by awards under the Amended and Restated 2010 Plan that are forfeited, cancelled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, become available for issuance pursuant to a new award and will be credited back to the pool at the same rates described above. Shares that are tendered or withheld to pay the exercise price of an award or to satisfy tax withholding obligations are not available for issuance pursuant to new awards. Shares are subtracted for exercises of SARs using the proportion of the total SAR that is exercised, rather than the number of shares actually issued. Shares repurchased by the Company on the open market using proceeds from the exercise of an award will not increase the number of shares available for future grant of awards.

Types of Awards

The Amended and Restated 2010 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and cash-based awards as described below.

Incentive Stock Options and Non-statutory Stock Options. Optionees receive the right to purchase a specified number of shares of common stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options may be granted only with an exercise price that is equal to or greater than the fair market value of the common stock on the date of grant; provided that if the Board approves the grant of an option effective as of a future date, the exercise price may be not less than 100% of the fair market value on such future date. Under present law, incentive stock options granted to optionees holding more than 10% of the voting power of the Company may not have an exercise price that is less than 110% of the fair market on the date of grant. Options may not be granted for a term in excess of ten years (five years in the case of incentive stock options granted to optionees holding more than 10% of the voting power of the Company). The Amended and Restated 2010 Plan permits the following forms of payment of the exercise price of options:

cash or check;

subject to certain conditions, delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or delivery by the participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;



subject to certain conditions, delivery of shares of common stock owned by the participant valued at their fair market value;

to the extent provided for in the applicable nonstatutory stock option agreement or approved by the Board in its sole discretion, by delivery of a notice of "net exercise" to the Company;

any other lawful means; or

any combination of these forms of payment.

An option that vests solely based on the passage of time will not vest earlier than the first anniversary of its date of grant, unless the option is granted in lieu of salary, bonus or other compensation otherwise earned by or payable to the participant. Notwithstanding the foregoing, the Board, either at the time the option is granted or at any time thereafter, may allow an option to accelerate and become vested, in whole or in part, prior to the first anniversary of its date of grant, if the participant dies or becomes disabled, . . .



Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholder's approved an amendment to its Restated Certificate of Incorporation (the "Certificate of Amendment") to, among other things, (i) increase the number of authorized shares of capital stock from 130,000,000 shares to 230,000,000 shares and (ii) increase the number of authorized shares of the Company's common stock, par value $0.01 per share, from 125,000,000 shares to 225,000,000 shares. The Certificate of Amendment does not increase or otherwise affect the Company's authorized preferred stock. The additional common stock authorized by the Certificate of Amendment has identical rights to the Company's currently outstanding common stock. On May 30, 2013, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.

The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment which is incorporated herein by reference to Exhibit 3.1 of this Current Report on Form 8-K.




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

At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in detail in the Company's Proxy Statement:

Proposal 1: To Elect Three Class II Directors to Serve until the 2016 Annual Meeting.

    Nominee                 For           Against       Withheld        Broker Non-Votes
    Robert E. Martell     40,462,910            -        2,086,271             28,093,615
    Daniel R. Passeri     40,210,343            -        2,338,838             28,093,615
    Marc Rubin            40,593,074            -        1,956,107             28,093,615

Proposal 2: To approve the Company's Amended and Restated 2010 Stock Incentive Plan.

For Against Abstain Broker Non-Votes 38,911,510 3,181,318 456,353 28,093,615

Proposal 3: To approve an Amendment to the Company's Restated Certificate of Incorporation.

For Against Abstain Broker Non-Votes 59,984,963 9,285,970 1,371,863 -

Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year ending December 31, 2013.

For Against Abstain Broker Non-Votes 67,758,250 2,260,215 624,331 -



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.


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