Business Context and Reporting Period
This Form 8-K Current Report was filed by Second Sight Medical Products, Inc. (Note: The request metadata references "Vivani Medical, Inc.", but the filing text explicitly identifies the registrant as Second Sight Medical Products, Inc.) on May 16, 2018. The report details corporate governance actions taken on this date, including the appointment of a senior executive and the results of the 2018 Annual Meeting of Stockholders held in Los Angeles, California.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and equity compensation matters rather than financial performance.
Material Changes and Corporate Actions
Executive Appointment and Compensation
- Appointment: Stephen Okland was appointed Chief Commercial Officer, previously serving as Commercial Vice President, U.S. and Canada.
- Salary Increase: Annual base salary increased from $267,800 to $282,800.
- Equity Grant: Granted options to purchase 50,000 shares of common stock under the 2011 Equity Incentive Plan.
- Option Terms: Exercise price of $2.05 per share (closing price on May 16, 2018); 10-year term; 25% vesting on the one-year anniversary, followed by 6.25% quarterly thereafter.
2018 Annual Meeting Results
Holders of 43,752,811 shares were represented, constituting a quorum. Broker non-votes totaled 20,192,470 for director elections and equity plan proposals.
| Proposal | Outcome | Key Vote Counts (For / Against) |
|---|---|---|
| Proposal 1: Election of 5 Directors | Approved | Varied by nominee (e.g., Will McGuire: 23.4M For / 136K Against) |
| Proposal 2: Amend 2011 Equity Incentive Plan | Approved | 22,301,734 For / 1,169,910 Against |
| Proposal 3: Amend 2015 Employee Stock Purchase Plan | Approved | 22,770,839 For / 689,040 Against |
| Proposal 4: Ratify Auditor (Gumbiner Savett Inc.) | Approved | 42,802,247 For / 730,545 Against |
Plan Amendments: The 2011 Equity Incentive Plan share limit was increased to 12 million shares. The 2015 Employee Stock Purchase Plan limit was increased to 1,550,000 shares with an annual evergreen amount of 500,000 shares.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on operations, or specific risk factors. The document is limited to reporting the specific events of the annual meeting and the executive appointment.
Investor Verification Checklist
- Verify the impact of the 50,000 share option grant on potential dilution and the 2011 Equity Incentive Plan's remaining share pool.
- Confirm the voting percentages for the director nominees, noting the significant number of broker non-votes (approx. 20.2 million) which did not count toward the "For" or "Against" totals but indicated lack of instruction.
- Review the full Proxy Statement filed on April 13, 2018, for detailed biographies of the elected directors and the rationale behind the equity plan amendments.
- Monitor the company's financial reports (10-K/10-Q) for actual revenue and cash flow data, as this 8-K contains no financial performance metrics.