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ATHX > SEC Filings for ATHX > Form 8-K on 20-Jun-2013All Recent SEC Filings

Show all filings for ATHERSYS, INC / NEW

Form 8-K for ATHERSYS, INC / NEW


20-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


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

As disclosed in its recent proxy statement for its 2013 Annual Meeting of Stockholders, in 2005, in connection with a restructuring of its internal programs and to retain and motivate its named executive officers, Athersys, Inc. (the "Company"or "we") entered into incentive agreements with each of its named executive officers establishing an incentive program (the "2005 Incentive Program"), which provided the officers financial participation in the event of certain merger or acquisition or asset sale transactions. The 2005 Incentive Program was established prior to our common stock being publicly traded, had precluded the granting of routine annual equity awards to our officers, and provided a bonus based on a fixed percentage of a transaction. In April 2013, the Compensation Committee and Board approved arrangements whereby the officers agreed to terminate their incentive agreements in return for one-time grants of restricted stock units ("RSUs") and the ability to receive routine annual grants of equity-based awards, to better align management incentives with corporate objectives. The termination of the 2005 Incentive Program (the "Amendment") was executed on April 29, 2013 and was contingent on, among other things, stockholder approval of the Amended and Restated 2007 Long-Term Incentive Plan (Amended and Restated Effective June 18, 2013) (the "Plan"). The Company's stockholders approved the Plan at the Company's Annual Meeting of Stockholders on June 18, 2013. Following the Annual Meeting, RSUs in the following amounts were granted to the named executive officers for their past service and performance, and in exchange for the termination of their incentive agreements:
695,040 for Dr. Van Bokkelen; 570,551 for Dr. Harrington; 573,640 for Mr. Lehmann; 491,162 for Dr. Deans; and 369,607 for Ms. Campbell. The RSUs will vest ratably and quarterly over a three-year term. In addition, the named executive officers were granted routine, annual stock-based awards in June 2013.

The foregoing description of the material terms of the Amendments is qualified in its entirety by reference to the full text of the form of Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of the Restricted Stock Unit Agreement is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.



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

The Company held its Annual Meeting of Stockholders on June 18, 2013. Set forth below are the voting results for each of the matters submitted to a vote of the Company's stockholders.

Proposal One - Election of Directors.

All nominees for election to the Company's Board of Directors named in the
Company's proxy statement filed with the Securities and Exchange Commission on
April 29, 2013 were elected, each to a one-year term, with the following vote:



                          Shares Voted For       Shares Withheld       Broker Non-Votes
  Gil Van Bokkelen               18,020,500               118,421             26,466,048
  John J. Harrington             18,035,427               103,494             26,466,048
  Kenneth H. Traub               17,935,882               203,039             26,466,048
  Lee E. Babiss                  17,755,528               383,393             26,466,048
  Ismail Kola                    17,997,302               141,619             26,466,048
  Lorin J. Randall               17,759,900               379,021             26,466,048
  Jack L. Wyszomierski           18,007,205               131,716             26,466,048


Proposal Two-Ratification of the Appointment of the Company's Independent Auditors.

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 with the following vote:

For Against Abstain 43,882,319 581,347 141,303

Proposal Three -Approval of Amendment to the Company's Certificate of Incorporation.

The Company's stockholders approved an amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock to 150,000,000 shares with the following vote:

For Against Abstain 39,334,868 3,627,899 1,642,202

Proposal Four -Approval of the Athersys, Inc. Amended and Restated 2007 Long-Term Incentive Plan (Amended and Restated Effective June 18, 2013).

The Company's stockholders approved the Athersys, Inc. Amended and Restated 2007 Long-Term Incentive Plan (Amended and Restated Effective June 18, 2013) with the following vote:

For Against Abstain Broker Non-Votes 16,722,630 935,193 481,098 26,466,048

Proposal Five -Advisory Vote on Named Executive Officer Compensation.

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers with the following vote:

For Against Abstain Broker Non-Votes 16,425,012 759,294 954,615 26,466,048

Proposal Six -Advisory Vote on the Frequency of the Stockholder Advisory Vote on Named Executive Officer Compensation.

The Company's stockholders recommended, on an advisory basis, the holding of the advisory vote on named executive officer compensation "every year" with the following votes:

Every Year Every 2 Years Every 3 Years Broker Non-Votes 16,382,784 249,821 520,172 26,466,048


In accordance with the voting results concerning this proposal, the Company's Board of Directors determined that the Company will hold an annual advisory vote on named executive officer compensation until the next advisory vote on the frequency of the advisory vote on named executive officer compensation.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

10.1         Form of Amendment No. 2 to Incentive Agreement by and between Advanced
             Biotherapeutics, Inc. and Athersys, Inc.'s named executive officers,
             and acknowledged by Athersys, Inc. and ReGenesys, LLC

10.2         Form of Restricted Stock Unit Agreement


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