Price Aggregation Proxies

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Price Aggregation Proxies


The type and phrases of awards granted may also change in anybody year or from year to yr primarily based on any variety of variables, including, without limitation, adjustments in competitors’ compensation practices or modifications in compensation practices typically, and the need to entice, retain and incentivize key expertise. Our board of directors is asking you to approve an modification to our Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) to increase the variety of shares reserved for issuance thereunder. If stockholders approve this proposal, the number of shares of our common inventory which may be delivered pursuant to awards granted beneath the 2017 Plan will be increased by an extra 5,one hundred,000 shares. There can be a corresponding enhance within the variety of shares that could be delivered pursuant to incentive stock options granted beneath the 2017 Plan .
Price Aggregation Proxies
We additionally keep the CTI BioPharma Corp. 2015 Equity Incentive Plan, as amended (the “2015 Plan”), and the CTI BioPharma Corp. 2007 Equity Incentive Plan, as amended (the “2007 Plan” and along with the 2017 Plan and the 2015 Plan, the “Plans”). However, no new awards may be granted underneath the 2015 Plan or the 2007 Plan. In addition to the excellent awards beneath the Plans described above, 1,one hundred twenty,000 shares were topic to an impressive possibility granted to Dr. Craig in March 2017 as an inducement to his becoming a member of us that was not beneath any of the Plans. As a outcome, presently, there isn’t a licensed widespread inventory available for issuance under our current certificates of incorporation for different corporate purposes. The proposed modification might have the effect of creating it harder for a 3rd get together to accumulate control of our company.
To create this alignment, a good portion of compensation is “at risk.” In this proxy statement, we refer to compensation as being “at risk” whether it is topic to performance-based mostly vesting criteria and/or time-based mostly vesting criteria , and/or the value of the award is based on our stock value. In general, the portion of compensation assured and not at risk for any fiscal year represents only a fraction of the entire potential compensation. Our present coverage is to supply stockholders with a possibility to approve the compensation of our named govt officers yearly at the annual assembly of stockholders.
Our present practice is to grant fairness awards to our executives within the type of stock options. Because inventory choices have value provided that the price of our shares increases over the vesting interval of the choice, we consider these awards are performance-based mostly, additional link executives’ interests to those of our stockholders, and are consistent with frequent equity award grant practices for the peer companies. Our board of administrators believes that approval of the proposed increase to the shares reserved for issuance pursuant to our 2017 Plan will promote our pursuits and people of our stockholders and will assist us continue to be able to attract, encourage, retain and reward individuals necessary to our success.
Broker non-votes happen when a dealer holding shares for a beneficial owner does not vote on a specific matter because such broker doesn’t have discretionary authority to vote on that matter and has not obtained voting directions from the helpful owner. Brokers typically don’t have discretionary authority to vote on non-routine issues. Author Bio




About the Author: Remi is a blogger at kentuckygoldcbd, mypeachstatehemp and peacefulwarriorcbd.

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https://www.theguardian.com/“Non-routine” matters are those who may substantially affect the rights or privileges of stockholders, corresponding to mergers, stockholder proposals, elections of directors , government compensation and certain company governance proposals . The ratification of the choice of an unbiased registered public accounting firm is generally considered to be a “routine” proposal.
Top Lead Generation Software – 2020 Reviews & Pricing & Young LLP has served as our impartial registered public accounting firm since August 2, 2018. We discussed with Ernst & Young LLP other issues required to be mentioned by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. Following this analysis, we concluded that the selection of Ernst & Young LLP as the independent registered public accounting firm is in one of the best interest of the Company and its stockholders. Ernst & Young LLP served as our unbiased registered public accounting firm for the completion of our audit for the year ended December 31, 2019.

The compensation committee believes that every named government officer’s level of fairness awards granted for 2019 was applicable taking into account the relevant vesting requirements and the incentives created by the awards. Annual money incentives for our named government officers are designed to reward performance for attaining key corporate goals, which we believe when they are established will help to extend stockholder value. In basic, the annual incentive awards for the named government officers are topic to achievement of efficiency aims established by the compensation committee for the fiscal 12 months and, for executives aside from Dr. Craig, an analysis by the compensation committee of the contributions made by an individual executive through the course of the year. Although we now have adopted the framework for our annual incentive program described beneath, the compensation committee retains discretion under this system to take into account developments in our business and adjustments in our strategic priorities that occur in the course of the 12 months in determining the quantities to be awarded to our executives. Our executive compensation program emphasizes “pay for performance” by aligning the compensation of our named government officers with stockholders’ interests.
Price Aggregation Proxies

Plans And Pricing


Outstanding awards, in addition to the Administrator’s authority with respect thereto, usually will proceed following the expiration or termination of the plan. Generally speaking, excellent awards could also be amended by the Administrator , but the consent of the award holder is required if the amendment materially and adversely affects the holder. We presently anticipate that the additional shares requested for the 2017 Plan underneath this proposal would offer us with flexibility to proceed to grant fairness-primarily based awards into the third quarter of 2020, assuming a level of grants in keeping with the variety of equity-based awards granted during 2019 and ordinary levels of shares becoming available for new awards as a result of forfeitures of outstanding awards all through the projected interval. However, that is only an estimate, in our management’s judgment, based on current circumstances. Additionally, we do not at present anticipate granting, within the quick-time period, any additional fairness awards underneath the 2017 Plan other than the grants to Dr. Craig and our non-worker directors as described above.
The board believes that variations in compensation levels underneath the Director Compensation Policy for the Chairman of the Board, and for non-employee directors serving on particular committees or as the chairperson of a Board committee, are applicable primarily based on the board’s evaluation of the extent of further providers presently required of the non-worker administrators that hold those positions and in keeping with peer firm practices. The compensation committee awards equity incentive compensation to our executive officers to further align their pursuits with these of our stockholders, to offer a retention incentive over the applicable vesting interval, and, in the case of equity awards with efficiency-based mostly vesting requirements, to provide additional incentives to our govt officers to realize specified company targets and strategic objectives.
On May 16, 2019, every of our non-employee directors then in workplace was granted an annual award of 120,000 stock options with a per-share train worth of $0.8411, the closing value of our widespread shares as reported by Nasdaq on the date of the grant, and a grant date fair worth of $64,848. The nominating and governance committee is responsible for recommending director nominees to the board of administrators for its consideration, while the board of directors is ultimately responsible for determining the director slate for election by stockholders and for filling any vacancies on the board of directors in accordance with the bylaws. All of the director nominees named in this proxy statement glad the board of directors’ standards for membership and were recommended to the board of directors by the nominating and governance committee for election by stockholders on the Annual Meeting. All expenses in reference to the solicitation of proxies shall be borne by us. In addition to solicitation by mail, our officers, directors or other common employees could solicit proxies by phone, facsimile, electronic communication or in particular person.
Equity-primarily based awards are additionally intended to additional align the interests of award recipients and our stockholders. Under the Director Compensation Policy, non-worker administrators are also entitled to cash compensation in the form of annual retainers for service on the board and extra annual retainers for serving on and chairing certain committees. Non-employee administrators who each serve on and chair a committee are entitled to both the retainer for service as a member of that committee in addition to the additional retainer for service as the chairperson of that committee. The desk under sets forth the quantity of the board and committee retainers in impact for 2019. In accordance with the Director Compensation Policy, non-employee director choice grants and restricted stock awards, to the extent then excellent and unvested, turn into fully vested within the event of a change in control that occurs whereas such non-employee director is a member of the board.


Properly communicated stockholder suggestions shall be considered in the identical manner as suggestions acquired from different sources and using the identical standards as used for any other director candidate. See “Nominating and Governance Committee” above for extra information.
The board of administrators could amend or terminate the 2017 Plan at any time and in any manner. Stockholder approval for an amendment will be required only to the extent then required by applicable legislation or deemed essential or advisable by the board. Unless terminated earlier by the board and topic to any extension that could be approved by stockholders, the authority to grant new awards beneath the 2017 Plan will terminate on March 12, 2027, subject to any extension which may be permitted by our stockholders.

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The shares available beneath the 2017 Plan could also be used for any kind of award approved under the 2017 Plan including inventory choices, inventory appreciation rights, stock awards, restricted stock, restricted inventory items and other awards payable in shares of our widespread stock. If the awards didn’t become absolutely vested on the change in management transaction, they’d usually become totally vested/exercisable if the award holder’s employment was terminated by the successor inside 12 months following the change in control (topic to any further vesting protections provided for pursuant to the executive’s employment or severance agreement). The compensation committee also has sole authority to hire, retain and terminate the companies of an impartial compensation marketing consultant to assist in its choice-making process. In 2019, the compensation committee engaged Radford to provide consulting companies with regard to the compensation of our govt officers and directors and to carry out a comprehensive evaluate of our compensation preparations for our executive officers and administrators.
Other than its engagement by the compensation committee, Radford supplies no other providers to us or any of our subsidiaries. The compensation committee has assessed the independence of Radford and concluded that its engagement of Radford does not increase any conflict of interest with us or any of our directors or govt officers. We are providing our stockholders with the chance to cast a non-binding advisory vote on the compensation of our named government officers as disclosed pursuant to the SEC’s government compensation disclosure rules and set forth on this proxy assertion . As a smaller reporting company, we are electing to comply with scaled again disclosure requirements applicable to smaller reporting firms pursuant to Regulation S-K. In addition, we recommend the ratification of the appointment of the impartial registered public accounting agency and evaluate their proposed audit scope, method and independence.

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Our board’s non-worker director compensation philosophy is that our compensation preparations for our administrators should moderately compensate the non-worker administrators for his or her companies and may further align the interests of the non-worker directors with the pursuits of our stockholders. Consistent with that philosophy, the board of administrators has structured the money and equity award components of the Director Compensation Policy to supply a total compensation opportunity for the non-worker directors that the board believes is cheap.
This column displays the grant date fair value, computed in accordance with FASB ASC Topic 718, of the choice awards granted to our named govt officers in the course of the relevant fiscal yr. In the case of awards with efficiency-based vesting circumstances other than market based mostly vesting circumstances, grant date honest values are calculated for this objective based mostly upon the result as of the grant date of the efficiency-primarily based condition. For a dialogue of the assumptions and methodologies used to calculate the quantities reported, please see the dialogue of equity awards contained in Note 12 (Share-Based Compensation) to our Consolidated Financial Statements for the fiscal yr ended December 31, 2019, included in our Annual Report on Form 10-K for the fiscal 12 months ended December 31, 2019, filed with the SEC on March 13, 2020.
We may ask our stockholders to vote on a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are inadequate votes on the time of the Annual Meeting to undertake any of the opposite proposals. In that occasion, you will be asked to vote only upon this proposal and never on some other matter. This proposal asks the stockholders to authorize the holder of any proxy solicited by the board of directors to vote in favor of adjourning the Annual Meeting. If this proposal is accredited, our board of directors may in its discretion, if essential or acceptable, adjourn the Annual Meeting to use the additional time to solicit additional proxies in favor of any of the opposite proposals.
For instance, management refers strategic risks to the complete board of administrators, while monetary dangers are referred to the audit committee. Our board of administrators regularly evaluations info concerning our credit score, liquidity and operations, as well as the dangers associated with every, and yearly evaluations our threat management program as a whole.
Our board of directors takes the lead in overseeing risk administration, and the audit committee makes periodic stories to the board of administrators concerning briefings supplied by management and advisers, in addition to the audit committee’s personal analysis and conclusions regarding Is email extractor legal? the adequacy of our danger administration processes. Material risks are recognized and prioritized by administration, and every prioritized risk is referred to a committee or the full board of directors for oversight.

Because rulings on proposals are made pursuant to guidelines and interpretations governing the conduct of brokerage companies rather than guidelines that apply directly to the Company, we have not made any determinations or predictions on how such rulings might be made. However, we have indicated beneath with respect to every proposal what the impact of a broker non-vote can be if a dealer non-vote is returned with respect to that proposal. YOUR VOTE IS VERY IMPORTANT. Whether or not you propose to attend the 2020 annual meeting of stockholders, we urge you to please forged your vote as quickly as possible using one of the strategies described within the accompanying proxy assertion. Our board of directors has fixed the shut of business on April thirteen, 2020 because the report date for the meeting. Only stockholders of document at the close of enterprise on such date are entitled to notice of and to vote at the assembly.
In reducing the number of choices handled as ISOs to satisfy the $100,000 limit, essentially the most just lately granted choices shall be decreased first. To the extent a reduction of concurrently granted choices is important to fulfill the $a hundred,000 restrict, the Administrator might, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be handled as shares acquired pursuant to the exercise of an ISO. ISOs may solely be granted to employees of the Corporation or one of its subsidiaries (for this function, the term “subsidiary” is used as outlined in Section 424 of the Code, which usually requires an unbroken chain of possession of no less than 50% of the whole combined voting energy of all classes of inventory of every subsidiary in the chain starting with the Corporation and ending with the subsidiary in question). If an in any other case-intended ISO fails to meet the applicable necessities of Section 422 of the Code, the choice shall be a nonqualified stock possibility.
Also, the compensation committee critiques our compensation applications to assist be sure that they do not encourage extreme risk-taking. Companies face quite a lot of dangers, including strategic risk, financial risk, credit threat, liquidity threat and operational threat. Our board of directors believes an efficient threat management system will timely establish DuckDuckGo Search Engine Scraper the fabric risks that we face, communicate essential data with respect to material dangers to senior executives and, as applicable, to the board of directors or relevant committee, implement acceptable and responsive risk management strategies according to our risk profile, and combine risk management into our determination-making processes.
  • We imagine that members of the board of administrators and our executive officers ought to maintain our stock to additional align their interests with the interests of our stockholders.
  • If an individual coated by the guidelines does not satisfy the applicable degree of possession within the applicable time described above, the person might be anticipated to carry towards satisfying the coverage one-half of the web shares acquired upon exercise or payment of an equity award that is exercised or paid after that point.
  • Shares taken under consideration beneath the policy include shares beneficially owned by the individual, together with shares held in belief for the benefit of the person or his family members, and shares subject to fairness awards held by the person (aside from shares subject to inventory option grants and shares topic to awards with unsatisfied performance-primarily based vesting requirements).
  • Accordingly, we’ve adopted a Stock Ownership Policy relevant to members of the board and all of our govt officers.

Price Aggregation Proxies
U.S. federal earnings tax legislation typically prohibits a publicly held company from deducting compensation paid to certain present or former officers that qualify as “lined workers” inside the meaning of Section 162 of the Internal Revenue Code that exceeds $1 million in the course of the tax year. However, that exception was eliminated by the Tax Cuts and Jobs Act of 2017, and so the deductibility for any future awards beneath the 2017 Plan is subject to the $1 million annual restrict. If stockholders approve this proposal, we presently anticipate the number of extra shares being requested for approval shall be adequate to meet our anticipated wants by way of the third quarter of 2020. If stockholders don’t approve this proposal, we’ll proceed to have the authority to grant awards beneath the 2017 Plan, however the proposed 5,one hundred,000 share improve in the 2017 Plan share limit will not be efficient and can limit our ability to offer retention incentives to our executives, other employees and repair providers. Equity awards are a significant factor of whole compensation for our executive officers, other workers and service providers and are vital to our capacity to attract and retain outstanding and extremely expert individuals in the extremely competitive labor markets in which we must compete.


The proposed amendment wouldn’t have an effect on the rights of the holders of at present excellent common stock, except to the extent further shares are literally issued, which may have certain results, together with the dilution of our present stockholders’ earnings per share, voting energy and proportionate possession of our excellent fairness. Our board of directors has, upon the advice of the nominating and governance committee, nominated each of Dr. Craig, Dr. Fischer, Mr. Metzger, Dr. Parkinson, Mr. Perry, and Dr. Tuckson to 1-year phrases of workplace that might expire on the 2021 annual assembly of stockholders. Each of the nominees was previously elected by stockholders on the 2019 Annual Meeting. If a quorum is established on the Annual Meeting, all shares of our common inventory represented by correctly executed proxies that are not revoked will be voted in accordance with the instructions, if any, given in those proxies.

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Each nominee has consented to being named on this proxy statement and has agreed to serve if elected. If any nominee is unable to serve or, for good cause, is not going to function a director at the time of the Annual Meeting, our board of directors could reduce the size of the board or might designate a substitute nominee, and proxies might be voted for any such substitute nominee. As of the date of this proxy assertion, we have no purpose to consider that any of the nominees shall be unable or unwilling to face as a nominee or to serve as a director if elected.
It is expected that the next such vote shall be held at the 2021 annual assembly of stockholders. The 2017 Plan doesn’t restrict the authority of the board or any committee to grant awards or authorize any other compensation, with or irrespective of our frequent stock, under any other plan or authority.

The authorized number of shares of preferred inventory would stay unchanged by the proposed amendment. As provided within the 2017 plan, the utmost grant date truthful value for awards granted to a non-employee director beneath the 2017 Plan during anybody calendar 12 months is $375,000, besides that this restrict is $475,000 as to a non-employee director who’s serving as the Chairman of the Board at the time the relevant grant is made. The following desk presents the number of outstanding and unexercised choice awards and the variety of shares topic to unvested stock awards held by each of our non-worker administrators as of December 31, 2019.
These individuals won’t receive any further compensation for these services. This Plan is efficient as of March thirteen, 2017, the date of its approval by the Board (the “Effective Date”). This Plan shall be submitted for and topic to stockholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board and topic to any extension that could be accredited by stockholders, this Plan shall terminate on the shut of enterprise on the day earlier than the tenth anniversary of the Effective Date.
We consider that members of the board of administrators and our government officers should hold our stock to further align their interests with the interests of our stockholders. Accordingly, we’ve adopted a Stock Ownership Policy relevant to members of the board and all of our government officers. Shares taken into account underneath the policy embrace shares beneficially owned by the person, together with shares held in belief for the good thing about the person or his members of the family, and shares subject to fairness awards held by the individual (apart from shares topic to stock choice grants and shares topic to awards with unhappy performance-based mostly vesting necessities). If an individual coated by the rules does not fulfill the relevant stage of possession throughout the relevant time described above, the person might be expected to carry toward satisfying the coverage one-half of the web shares acquired upon train or fee of an equity award that is exercised or paid after that time.
The audit committee has approved the appointment of Ernst & Young LLP as our unbiased registered public accounting agency for the 12 months ending December 31, 2020, and our board of directors has further directed that we submit the selection of independent registered public accounting agency for 2020 for ratification by the stockholders at the Annual Meeting. The purpose of the 2017 Plan is to advertise our success and the pursuits of our stockholders by providing a further means for us to draw, encourage, retain and reward selected workers, directors, officers and other eligible persons by way of the grant of awards.
After the termination of this Plan both upon such stated termination date or its earlier termination by the Board, no extra awards could also be granted beneath this Plan, however beforehand granted awards shall remain outstanding in accordance with their relevant terms and conditions and the terms and conditions of this Plan. The Administrator can also undertake sub-plans to this Plan intended to allow the Corporation to grant tax-qualified awards in a particular jurisdiction. Notwithstanding the foregoing, the Corporation’s obligation to concern any shares of Common Stock or make any other fee in respect of an award granted beneath this Plan is subject to compliance with all applicable legal guidelines as supplied in Section 8.1 of this Plan. Any willpower or different action taken by, or inaction of, the Corporation, any Subsidiary or the Administrator relating or pursuant to this Plan and within its authority hereunder or underneath relevant regulation shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all individuals.
The following table reveals the whole variety of shares of our frequent stock that were topic to unvested restricted stock and restricted inventory unit awards granted under the Plans, topic to outstanding inventory options granted under the Plans, and obtainable for new award grants underneath the 2017 Plan, in every case, as of each of December 31, 2019 and March 27, 2020. In this Proposal three, the number of shares of our common stock subject to awards granted throughout any specific period or excellent on any particular date is presented based mostly on the actual number of shares of our widespread inventory covered by these awards. The following table presents information relating to our web burn rate for the previous three complete fiscal years, with average annual net burn rate over such three years being 6.zero%.
All members of our board of administrators and all of our govt officers are eligible for awards under the 2017 Plan and thus have a personal interest in the approval of the proposed modification and restatement of the 2017 Plan. In February 2017, we entered into an employment agreement with Dr. Craig in connection along with his hiring as President and Chief Executive Officer. The employment agreement has a five-12 months time period, with automated one-yr renewals except either get together offers notice that the time period won’t be extended. The settlement supplies for Dr. Craig to receive an preliminary annual base wage of $550,000 and to have a target annual bonus degree of fifty five% of base salary, each of which can be elevated but not decreased in the compensation committee’s sole discretion. In February 2019, our compensation committee accredited an increase in base salary and bonus opportunity for Dr. Craig, to $600,000 and 60% of his base salary, respectively.

For instance, without additional stockholder approval, our board of administrators may approve the issuance and sale of certain of the extra authorized shares of widespread stock in a personal transaction to purchasers who would oppose a takeover attempt or other change in control. While the issuance of shares in certain instances could have the effect of stopping a hostile takeover, as of the date of this proxy statement, our board of administrators does not intend or view the rise in authorized frequent inventory as an antitakeover measure, nor are we aware of any proposed or contemplated transaction of this nature. Our board of directors is asking our stockholders to approve an amendment to our certificate of incorporation to extend the entire variety of approved shares from 131,533,333 to 166,533,333 and enhance the whole number of licensed shares of common inventory from 131,500,000 to 166,500,000.
As of March 27, 2020, approximately 23 of our officers and staff , every of our 5 non-worker directors and approximately 35 different people who present services to us as consultants or advisers, were considered eligible beneath the 2017 Plan. While consultants and advisers are usually thought-about eligible under the 2017 Plan to protect our flexibility, over the past 5 years we now have only granted equity awards under the Plans to five individuals who, at the time of grant of the awards, were neither employed by us, nor members of our board. Notwithstanding the foregoing, if we alter the date of the 2021 Annual Meeting to a date that is more than 30 days earlier than or after the date one year from the date of the Annual Meeting, written discover by a stockholder should be obtained by no later than the close of business on the tenth day following the date on which the public announcement is first made of the date of the 2021 Annual Meeting. Stockholder proposals not supposed to be included in the proxy assertion or nominations for director candidates that don’t meet the notice necessities set forth above and further described in our bylaws is not going to be acted upon at the 2021 Annual Meeting. To the extent that the aggregate honest market worth of stock with respect to which ISOs first become exercisable by a participant in any calendar yr exceeds $one hundred,000, taking into account each Common Stock subject to ISOs beneath this Plan and stock subject to ISOs beneath all different plans of the Corporation or certainly one of its Subsidiaries , such choices shall be handled as nonqualified stock options.
This row displays a inventory choice granted to Dr. Craig as an inducement to his joining the corporate in accordance with Nasdaq Listing Rule 5635 and not under any of our stock incentive plans. This possibility was granted on March 20, 2017 and has a most term of 10 years (subject to earlier termination in connection with a termination of Dr. Craig’s employment or a change in management). The option is scheduled to vest in six semi-annual installments as measured from the grant date and is subject to accelerated vesting if Dr. Craig’s employment terminates in sure circumstances as offered in his employment settlement described above. The option is administered by our compensation committee and is in any other case usually topic to the terms and conditions applicable to stock options granted to employees underneath our stock incentive plans. Of these shares, 1,049,354 shares had been out there for issuance under the 2017 Plan, and 176,376 shares had been available for issuance under the ESPP.


This vote is an advisory vote only and isn’t binding on us, our board of directors or the compensation committee, and won’t be construed as overruling a call by, or creating or implying any extra fiduciary obligation for, the board or the compensation committee. However, the compensation committee, which is liable for designing and administering our government compensation program, values the opinions expressed by stockholders in their vote on this proposal and can consider the result of the vote when making future compensation decisions for named government officers.
This table relies upon info provided by officers, administrators and other traders including info from Schedules 13D and 13G and Forms three and 4 filed with the SEC. Except as indicated within the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of inventory beneficially owned. Persons eligible to obtain awards under the 2017 Plan embody our officers or staff, administrators and sure consultants and advisers to us or any of our subsidiaries.
Dr. Craig is eligible to participate in our worker benefit plans and to accrue four weeks’ paid day without work per yr. The settlement also supplied Dr. Craig with certain relocation advantages and a signing bonus . In October 2018, following approval by the compensation committee of our board of directors, we and Dr. Craig entered into an amendment to Dr. Craig’s employment agreement. Pursuant to the modification, if Dr. Craig’s employment terminates earlier than the tip of a fiscal 12 months, Dr. Craig is eligible for a prorated portion of his annual incentive bonus comparable to such fiscal year. Such incentive bonus, if any, shall be paid at such time we pay bonuses to different executives.
As of the date of this proxy statement, we all know of no business aside from the proposals that shall be presented for action at the Annual Meeting. All proxy cards, whether received previous to or after the original date of the Annual Meeting, shall be legitimate as to any postponements or adjournments of the Annual Meeting. Election of the six nominees named on this proxy statement to our board of directors, to serve till the 2021 annual assembly of stockholders or until their successors are duly certified and elected. Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. The awards so granted need not adjust to different specific terms of this Plan, provided the awards replicate adjustments giving impact to the assumption or substitution consistent with any conversion applicable to the frequent inventory within the transaction and any change in the issuer of the security.
If we had been to grant fewer equity awards to these people, we imagine that we would nonetheless need to supply compensation in different forms to provide a total compensation bundle that’s competitive with other companies. We strongly imagine that the approval of this proposal is instrumental to our continued success. accredited by the requisite vote of our stockholders, we intend to file a certificate of modification with the Secretary of State of the State of Delaware as quickly as moderately practicable after the Annual Meeting. Our frequent stock is all of a single class, with equal voting, distribution, liquidation and different rights, and each additional licensed share of frequent inventory would have rights equivalent to our presently approved and excellent shares of common inventory.
Even if there are a enough variety of votes at the time of the Annual Meeting to adopt one or more of the proposals, the board could in its discretion search to, if necessary or appropriate, adjourn the Annual Meeting to solicit further proxies for any of the proposals for which there are insufficient votes, and the board may achieve this without adopting any of the proposals for which there are enough votes on the time of the Annual Meeting. Beneficial possession usually consists of voting or investment energy with respect to securities, and proportion ownership is calculated based on seventy three,681,593 shares of our frequent inventory outstanding as of March 27, 2020.
These amounts within the “Option Awards” column do not essentially correspond to the precise cash worth that might be acknowledged by the named executive officers pursuant to those awards. Even although the option awards granted to the named government officers in 2018 and 2019 have worth for purposes of and as disclosed in the “Summary Compensation Table” above in accordance with relevant SEC rules, these options will have value for the award recipient provided that the price of our common shares appreciates above the respective train price.

The Administrator could present for the deferred fee of awards, and may determine the other terms relevant to deferrals. The most grant date fair worth for awards granted to a non-worker director beneath the 2017 Plan throughout any one calendar year is $375,000, except that this limit is $475,000 as to a non-worker director who’s serving as the Chairman of the Board at the time the relevant grant is made. For functions of this limit, the “grant date fair value” of an award means the worth of the award on the date of grant of the award determined using the fairness award valuation rules applied in our monetary reporting. This limit does not apply to, and will be determined with out bearing in mind, any award granted to an individual who, on the grant date of the award, is considered one of our officers or employees. This restrict applies on an individual basis and not on an aggregate basis to all non-employee directors as a group.