Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2022, the stockholders of ReShape Lifesciences Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the ReShape Lifesciences Inc. 2022 Equity Incentive Plan (the “2022 Plan”) at the 2022 annual meeting of stockholders (the “Annual Meeting”). The Board previously approved the 2022 Plan, subject to approval by the Company’s stockholders, on November 9, 2022.
The 2022 Plan became effective immediately upon approval by the Company’s stockholders and will expire on December 13, 2032, unless terminated earlier by the Board. The 2022 Plan replaced the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan. The 2022 Plan permits the Compensation Committee of the Board, or a subcommittee thereof, to grant to eligible employees, non-employee directors and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The Compensation Committee may select 2022 Plan participants and determine the nature and amount of awards to be granted.
Subject to adjustment as provided in the 2022 Plan, the maximum number of shares of Company common stock available for issuance under the 2022 Plan is 5,250,000 shares, together with certain permitted addbacks to the share reserve.
The foregoing summary of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2022 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the 2022 Plan can be found in “Proposal No. 2—Approval of 2022 Equity Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 10, 2022 (the “Proxy Statement”), which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on December 14, 2022.
At the Annual Meeting, the Company’s stockholders approved each of the following proposals set forth in the Proxy Statement:
Proposal 1:
The Company’s stockholders elected Paul F. Hickey as a Class III director to hold office until the 2025 annual meeting of stockholders or until his successor is elected and qualified, or, if sooner, until his death, resignation or removal, as set forth below.
Votes For | | Votes Withheld | | Broker Non-Votes | |
5,366,444 | | 580,976 | | 8,480,529 | |
Proposal 2:
The Company’s stockholders approved the ReShape Lifesciences Inc. 2022 Equity Incentive Plan, as set forth below.
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
3,721,022 | | 2,142,351 | | 84,047 | | 8,480,529 | |
Proposal 3:
The Company’s stockholders authorized the Board, in its discretion but in no event later than December 14, 2023, which is one year after the date of the Annual Meeting, to amend the Company’s Certificate of Incorporation to
