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ZLTQ > SEC Filings for ZLTQ > Form 8-K on 30-Oct-2013All Recent SEC Filings

Show all filings for ZELTIQ AESTHETICS INC

Form 8-K for ZELTIQ AESTHETICS INC


30-Oct-2013

Results of Operations and Financial Condition, Change in Directors or Princ


Item 2.02. Results of Operations and Financial Condition.

On October 30, 2013, ZELTIQ Aesthetics, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2013. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 2.02 and the related Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information in this Item 2.02 and the related Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission.



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

Election of Director

On October 24, 2013, the Board of Directors of ZELTIQ appointed D. Keith Grossman as a member of the Board of Directors of ZELTIQ, as well as a member of the Audit Committee and the Compensation Committee of the Board of Directors of
ZELTIQ.

As a non-employee director of ZELTIQ, Mr. Grossman will receive compensation for his services on the Board of Directors and the various committees to which he has been appointed pursuant to ZELTIQ's standard compensation arrangements with non-employee directors, which is as follows:

Cash Compensation-Annual Retainers:

Non-Employee Director: $30,000

Chairman of the Audit Committee: $14,000

Audit Committee Member (other than Chairman): $6,000

Chairman of the Compensation Committee: $10,000

Compensation Committee Member (other than Chairman): $4,500

Chairman of the Nominating and Corporate Governance Committee: $6,000

Nominating and Corporate Governance Committee Member (other than Chairman):
$3,000

All retainers for committee service are in addition to the retainer as a Non-Employee Director

All retainers are paid quarterly in arrears, and will be pro rated for service for a portion of the quarter

Equity Compensation:

Annual grant of an option to purchase 30,000 shares with an exercise price equal to the fair market value on the date of grant, vesting monthly over one year, and with a ten year term. The annual grant will be made at each annual meeting of stockholders; for directors appointed between annual meetings, they receive a stock option grant prorated for the amount of time to serve as a non-employee director until the next annual meeting. All grants to directors are subject to accelerated vesting in the event of a change of control of ZELTIQ.




Item 9.01. Financial Statements and Exhibits.

Exhibit
Number       Description

99.1         Press Release issued on October 30, 2013, announcing financial results
             of ZELTIQ Aesthetics, Inc. for the third quarter ended September 30,
             2013.


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