BioCardia, Inc 8-K, filed Dec 28, 2020

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): December 22, 2020

Registrant’s telephone number, including area code : **** (650) 226 - 0120

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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:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Item 5.0 7 **** Submission of Matters to a Vote of Security Holders .

On December 22, 2019, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 8,635,019 shares of the Company’s common stock, representing 69.49% of the voting power of the shares of the Company’s common stock as of November 2, 2020, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the annual meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on December 2, 2020.

Proposal 1 – Election of Directors. The following nominees were elected as Class I directors to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:

Proposal 2 – Approve an Amendment to the 2016 Equity Incentive Plan to Increase the Annual Evergreen Share Reserve and the Maximum Equity Awards Granted to Non-Employee Directors. The amendment to the 2016 Equity Incentive Plan to increase, beginning in the 2021 fiscal year, (a) the maximum amount of the annual “evergreen” share reserve under the 2016 Equity Incentive Plan (the “2016 Plan”) up to the lessor of (x) 4% of the outstanding shares of common stock or (y) 1,000,000 shares, and (b) the maximum equity awards that may be granted to non-employee directors per fiscal year to no more than 500,000 shares per fiscal year (increased to 750,000 shares in the fiscal year of his or her initial service as a non-employee director) was approved.

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of PKF LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2020 was ratified.

Proposal 4 – Approval , on an Advisory Basis, of the Company’s Executive Compensation. The Company’s executive compensation was approved on an advisory basis.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.