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4-Traders Homepage  >  Shares  >  Nasdaq  >  HeartWare International Inc    HTWR   US4223681002

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HEARTWARE : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

06/29/2015 | 05:04pm US/Eastern

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On June 29, 2015, HeartWare International, Inc. (the "Company") effected an amendment (the "Plan Amendment") to its 2012 Incentive Award Plan (the "Plan") to increase the number of shares of the Company's common stock available for issuance under the Plan by 1.1 million shares. The material terms of the Plan and the Plan Amendment are described in the Company's 2015 Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on April 30, 2015, and are incorporated herein by reference. The Company's Board of Directors approved the Plan Amendment on March 5, 2015 and the Company's stockholders approved the Plan Amendment and Plan on June 4, 2015 at the Company's Annual Meeting of Stockholders. The foregoing description of the Plan Amendment is qualified in its entirety by the Plan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Voting results of the Company's Annual Meeting of Stockholders are described on the Company's Current Report on Form 8-K filed with the SEC on June 5, 2015 and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

On June 25, 2015, the Company filed a Certificate of Amendment (the "Charter Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of its authorized shares of common stock from 25 million shares to 50 million shares. The Charter Amendment became effective upon filing. The Company's stockholders approved the Charter Amendment at the Company's Annual Meeting of Stockholders at which approximately 88% of the Company's outstanding common stock voted in favor of the Charter Amendment. The foregoing description of the Charter Amendment is qualified in its entirety by the Charter Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Voting results of the Company's Annual Meeting of Stockholders are described on the Company's Current Report on Form 8-K filed with the SEC on June 5, 2015 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits



Exhibit No.       Description

3.1               Certificate of Amendment of the Certificate of Incorporation of
                  HeartWare International, Inc., dated June 25, 2015

10.1              Amendment No. 1 to the HeartWare International, Inc. 2012
                  Incentive Award Plan, dated June 29, 2015



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© Edgar Online, source Glimpses

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