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ABIO > SEC Filings for ABIO > Form 8-K on 23-Sep-2013All Recent SEC Filings

Show all filings for ARCA BIOPHARMA, INC.

Form 8-K for ARCA BIOPHARMA, INC.


23-Sep-2013

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


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

Item 5.02(e)

Approval of the 2013 Equity Incentive Plan

On July 26, 2013, our Board of Directors (the "Board") approved, subject to stockholder approval, the ARCA biopharma, Inc. 2013 Equity Incentive Plan (the "2013 Plan"). Our stockholders approved the 2013 Plan at our 2013 Annual Meeting of Stockholders, held on September 17, 2013 (the "2013 Annual Meeting"). The 2013 Plan is the successor to the Amended and Restated ARCA biopharma, Inc. 2004 Equity Incentive Plan. A copy of the 2013 Plan as well as forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (collectively, the "Related Agreements"), are filed herewith.

Condition Satisfied for Contingent Grants to Executive Officers

The Board granted stock option awards and restricted stock units to certain directors and executive officers on September 17, 2013 pursuant to the 2013 Plan, contingent on stockholder approval of 2013 Plan. The stockholders approved the 2013 Plan at the 2013 Annual Meeting, thereby satisfying the condition for the previously disclosed contingent grants.

2013 Director and Executive Option Grants

On September 17, 2013, the Board, upon the recommendation of the Compensation
Committee of the Board, approved the following stock option ("Options") and
restricted stock unit ("RSUs") grants to the below executive officers pursuant
to the 2013 Plan and the applicable Related Agreements:



Name                                           Options Granted (1)            RSU's Granted (2)
Michael Bristow
President and Chief Executive Officer                       282,825                      125,000
Christopher Ozeroff
Senior Vice President, General Counsel
& Secretary                                                  42,642                       75,000
Patrick Wheeler
Chief Financial Officer                                      81,856                       75,000

(1) Vests in 36 equal monthly installments measured from September 17, 2013

(2) Vests in 3 equal annual installments measured from September 17, 2013



Item 5.07 Submission of Matters to a Vote of Security Holders

On September 17, 2013, we held our 2013 Annual Meeting at which our stockholders voted upon (i) the election of our Board nominees, Dr. Linda Grais and Dr. John L. Zabriskie, to our Board for three-year terms ending at the 2016 Annual Meeting of Stockholders, (ii) the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013, (iii) the approval of the 2013 Plan, (iv) the approval of, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement filed with the Securities and Exchange Commission on August 1, 2013, and (v) to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.


The stockholders elected both director nominees, ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013, approved the 2013 Plan, approved the resolution concerning the advisory vote on the compensation of the Company's named executive officers, and approved the resolution concerning the advisory vote on the preferred frequency of advisory stockholder votes on executive compensation of the ARCA named executive officers, with the frequency of every three years. The tabulation of votes cast with respect to each matter voted upon, as applicable, was as follows:

1. Election of Directors

           Nominee                 For         Withheld       Broker Non-Votes
           Linda Grais, M.D.     1,486,975        26,104              4,291,946
           John L. Zabriskie     1,491,149        21,930              4,291,946

2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012

For Against Abstentions Broker Non-Votes 5,705,120 55,835 44,070 -

3. Approval of the 2013 Plan

For Against Abstentions Broker Non-Votes 1,346,958 133,741 32,380 4,291,946

4. Executive Compensation

For Against Abstentions Broker Non-Votes 1,413,355 75,549 24,175 4,291,946

5. Frequency of Compensation

1 Year 2 Year 3 Year Abstentions Broker Non-Votes 589,058 22,277 887,512 14,232 4,291,946



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number       Description

10.1         ARCA biopharma, Inc. 2013 Equity Incentive Plan

10.2         Form of Stock Option Agreement and Option Grant Notice under 2013
             Equity Incentive Plan (Standard)

10.3         Form of Stock Option Agreement and Option Grant Notice under 2013
             Equity Incentive Plan (Officer)

10.4         Form of Stock Option Agreement and Option Grant Notice under 2013
             Equity Incentive Plan (Director)

10.5         Form of Restricted Stock Unit Award Agreement and Notice of Grant
             Award under 2013 Equity Incentive Plan (Standard)

10.6         Form of Restricted Stock Unit Award Agreement and Notice of Grant
             Award under 2013 Equity Incentive Plan (Officer)


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