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LPDX > SEC Filings for LPDX > Form 8-K on 9-Aug-2013All Recent SEC Filings

Show all filings for LIPOSCIENCE INC

Form 8-K for LIPOSCIENCE INC


9-Aug-2013

Change in Directors or Principal Officers, Regulation FD Disclosure, Financial St


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

(d) Appointment of J. Robert Hurley as Director

On August 5, 2013, the Board of Directors of LipoScience, Inc. (the "Registrant") appointed Mr. J. Robert Hurley as a director of the Registrant. Mr. Hurley will serve as a Class I director whose term will expire at the Registrant's 2016 Annual Meeting of Stockholders. There is no arrangement or understanding between Mr. Hurley and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Hurley and any of our other directors or executive officers. Mr. Hurley has also been named as the chairman of the Compensation Committee of the Registrant's Board of Directors.

Mr. Hurley will be compensated in accordance with the Registrant's non-employee director compensation policy. He will receive an annual retainer of $35,000 for serving on the Board of Directors and an additional annual retainer of $7,500 for serving as chairman of the Compensation Committee of the Board of Directors. The cash retainers will be paid quarterly at the beginning of each calendar quarter, beginning October 1, 2013, and Mr. Hurley will be paid pro rated amounts of such retainers for the period from August 5, 2013 through September 30, 2013.

In addition to cash fees, Mr. Hurley received initial equity awards under the Registrant's 2012 Equity Incentive Plan upon his appointment, such awards having a total value equal to $55,000 as of August 5, 2013, the date of grant. As a newly elected director, Mr. Hurley was awarded 2,477 restricted stock units, which is equal to $13,750 (25% of the $55,000 total value) divided by $5.55 per share, the closing price of the Registrant's common stock on the date of grant, and a stock option to purchase 14,864 shares of the Registrant's common stock, which is equal to $41,250 (75% of the $55,000 total value) divided by $5.55 per share, the closing price of the Registrant's common stock on the date of grant, further divided by 50%, as set forth in the non-employee director compensation policy. Each of these annual equity awards will vest in two equal annual installments, on August 5, 2014 and August 5, 2015, in each case subject to Mr. Hurley's continued service with the Registrant as of each vesting date.

In addition to the initial equity award, Mr. Hurley also received a prorated annual equity award under the Registrant's 2012 Equity Incentive Plan for serving as a director. Such award had a total value of $27,500, representing the full annual award value of $30,000 reduced for one full calendar month that has elapsed since the 2013 Annual Meeting of Stockholders. Mr. Hurley was awarded 1,238 restricted stock units, which is equal to $6,875 (25% of the $27,500 total value) divided by $5.55 per share, the closing price of the Registrant's common stock on the date of grant, and a stock option to purchase 7,432 shares of the Registrant's common stock, which is equal to $20,625 (75% of the $27,500 total value) divided by $5.55 per share, the closing price of the Registrant's common stock on the date of grant, further divided by 50%, as set forth in the non-employee director compensation policy. Each of these annual equity awards will vest in four installments, with a prorated portion of each award vesting on September 14, 2013 and the remainder vesting in equal installments on each of December 14, 2013, March 14, 2014 and June 14, 2014, in each case subject to Mr. Hurley's continuous service with the Registrant as of each vesting date.

Mr. Hurley will be eligible to receive additional annual equity awards, on each date of the Registrant's annual meeting of stockholders, in accordance with the non-employee director compensation policy.



Item 7.01. Regulation FD Disclosure.
On August 8, 2013, the Registrant issued a press release announcing the appointment of Mr. Hurley to the Board of Directors of the Registrant. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
    Exhibit
     Number                         Exhibit Description
      99.1           Press Release, dated August 8, 2013, "LipoScience
                     Announces Two New Members of Board of Directors."


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