UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 27, 2020
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive office) (Zip Code)
(408 ) 720-9002
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, Par Value $0.001 Per Share | SILK | The NASDAQ Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation for Named Executive Officers.
On March 27, 2020, the Board of Directors (the “Board”) of Silk Road Medical, Inc. (the “Company”), upon recommendation of its Compensation Committee (the “Compensation Committee”), and in consultation with the Company’s independent compensation consultant, Compensia, Inc., approved compensation arrangements for the Company’s Chief Executive Officer (the “CEO”).
The Compensation Committee approved new base salary and bonus opportunity targets for fiscal year 2020 for our other named executive officers listed below. The table below sets forth the annual base salary that is effective as of July 1, 2020 and the annual target bonus that is effective as of January 1, 2020. The bonus amounts will be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Executive Incentive Compensation Plan, which was filed with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 on April 3, 2019.
| Name | Title | Annual Base Salary for Fiscal Year 2020 | Annual Target Bonus for Fiscal Year 2020 | ||||||||
| Erica J. Rogers | President, Chief Executive Officer and Director | $550,000 | $412,500 | ||||||||
| Lucas W. Buchanan | Chief Financial Officer | $380,000 | $190,000 | ||||||||
| Andrew S. Davis | Executive Vice President, Global Sales & Marketing | $440,000 | $220,000 | ||||||||
Resignation from and appointment to Board Committees.
On March 27, 2020, Ruoxi Chen resigned from the Audit Committee of the Board (the “Audit Committee”).
On March 27, 2020, Jack W. Lasersohn resigned from the Compensation Committee and was appointed by the Board to serve on the Audit Committee. Following the appointment, the Audit Committee consisted of Donald J. Zurbay (Chairperson), Jack W. Lasersohn and Elizabeth H. Weatherman.
On March 27, 2020, Tony M. Chou, M.D. was appointed by the Board to serve on the Compensation Committee and also appointed as the Chairperson of the Compensation Committee. Following the appointment, the Compensation Committee consisted of Tony M. Chou, M.D. (Chairperson), Ruoxi Chen and Robert E. Mittendorff, M.D.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SILK ROAD MEDICAL, INC. | ||||||||
| Date: April 2, 2020 | By: | /s/ Erica J. Rogers | ||||||
| Erica J. Rogers | ||||||||
| Chief Executive Officer | ||||||||