Table of Contents
Urologix, Inc.
14405 21st Avenue North
Minneapolis, Minnesota 55447
|
|
|
|
|
|
|
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
November 7, 2013
|
|
|
|
TO THE
SHAREHOLDERS OF UROLOGIX, INC.:
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Shareholders of Urologix, Inc. will
be held at the Sheraton
Minneapolis West, 12201 Ridgedale Drive, Minnetonka, Minnesota 55305, on
Thursday, November 7, 2013 at 4:00 p.m., local time, for the following
purposes:
|
|
1.
|
To elect one director to
hold office for a term of three (3) years and to elect one director to hold
office for a term of two (2) years or until their respective successors are
duly elected and shall have qualified;
|
|
|
2.
|
Approve an amendment to the Urologix, Inc. Articles
of Incorporation to increase the number of authorized shares of common stock
from 25 million shares to 30 million shares;
|
|
|
3.
|
Advisory vote to approve named executive officer
compensation;
|
|
|
4.
|
Advisory vote on the frequency of future executive
compensation advisory votes; and
|
|
|
5.
|
To ratify and approve the
appointment of Baker Tilly Virchow Krause LLP as the independent
registered public accounting firm for Urologix, Inc. for the fiscal year ending June 30, 2014.
|
The
Board of Directors has fixed September 19, 2013 as the record date for the
determination of shareholders entitled to notice of, and to vote at, the
meeting.
|
|
|
By Order of the Board of Directors,
|
|
|
|
Mitchell Dann, Chairman
|
Minneapolis, Minnesota
September 27, 2013
|
|
|
|
|
|
|
Regardless of whether you expect to attend the Annual
Meeting in person, please vote your shares in one of the ways described in
the proxy statement as promptly as possible.
|
|
|
|
|
Table of Contents
IMPORTANT NOTICE REGARDING
AVAILABILITY
OF PROXY MATERIALS FOR THE
2013 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 7, 2013
Under rules promulgated by the Securities and Exchange
Commission, we are making our proxy materials available electronically via the
Internet.
The Notice of 2013 Annual Meeting of Shareholders and Proxy
Statement and our Annual Report on Form 10-K for the fiscal year ended
June 30, 2013 are available at
www.idelivercommunications.com/proxy/ULGX
.
On or about September 27, 2013, we mailed to some of
our shareholders a Notice of Internet Availability containing instructions on
how to access our proxy materials, including our proxy statement and our annual
report. The Notice of Internet Availability includes instructions to access
your proxy card to vote via the Internet, as well as how to request paper or
e-mail copies of our proxy materials. Other shareholders received an e-mail
notification that provided instructions on how to access our proxy materials
and vote via the Internet, or were mailed paper copies of our proxy materials
and a proxy card that provides instructions for voting via the Internet, by
telephone or by mail.
If you received the Notice of Internet Availability
and would prefer to receive printed proxy materials, please follow the
instructions included in the Notice of Internet Availability. If you have
previously elected to receive our proxy materials electronically, you will
continue to receive e-mails with instructions to access these materials via the
Internet unless you elect otherwise.
TABLE OF CONTENTS
i
Table of Contents
Appendix A: Form of Articles of Amendment to Urologix,
Inc. Amended and Restated Articles of Incorporation
ii
Table of Contents
Urologix, Inc.
14405 21st Avenue North
Minneapolis, Minnesota 55447
Solicitation of Proxies
This
proxy statement is furnished to the shareholders of Urologix, Inc. (we or
Urologix) in connection with the Annual Meeting of Shareholders to be held on
November 7, 2013 or any adjournment(s) or postponement(s) thereof. The mailing
of this proxy statement to our shareholders commenced on or about September 27,
2013.
Cost and Method of Solicitation
This
solicitation of proxies to be voted at this 2013 Annual Meeting of Shareholders
is being made by our Board of Directors. The cost of this solicitation of
proxies will be borne by Urologix. In addition to solicitation by mail, our
officers, directors and employees may solicit proxies by telephone or in
person. We may also request banks and brokers to solicit their customers who
have a beneficial interest in our common stock registered in the names of
nominees and we will reimburse such banks and brokers for their reasonable
out-of-pocket expenses.
Voting
The
total number of shares outstanding and entitled to vote at the meeting as of
September 19, 2013 consisted of 21,105,926 shares of common stock, $.01 par
value. Each share of common stock is entitled to one vote. Only shareholders of
record at the close of business on September 19, 2013 will be entitled to vote
at this Annual Meeting.
All
shareholders are cordially invited to attend the meeting in person. Whether or
not you expect to attend the meeting, please complete, date, sign and return
the enclosed proxy as promptly as possible (or follow instructions to grant a
proxy to vote by means of telephone or internet) in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may vote in person if you attend the Annual Meeting.
Please note, however, that if your shares are held of record by a broker, bank
or other nominee and you wish to vote at the Annual Meeting, you must bring to
the meeting a letter from the broker, bank or other nominee confirming your
beneficial ownership of the shares. Additionally, in order to vote at the
Annual Meeting, you must obtain from the record holder a proxy issued in your
name.
1
Table of Contents
If
you sign and return the proxy card on time, the individuals named on the proxy
card will vote your shares as you have directed. If you just sign and submit
your proxy card without voting instructions, your shares will be voted FOR
each director nominee and FOR each of the other proposals if you are a record
holder. If you are
a street name holder and
do
not
provide voting instructions to
your broker, this is a broker non-vote and accordingly,
no
votes
will be cast on your behalf on:
|
|
|
|
|
Proposal 1: Election of Directors
|
|
|
|
|
|
Proposal 2: Approval of an Increase in Authorized
Common Stock
|
|
|
|
|
|
Proposal 3: Advisory Vote on Named Executive Officer
Compensation, or
|
|
|
|
|
|
Proposal 4: Advisory Vote on the Frequency of Future
Executive Compensation Advisory Votes.
|
However,
your broker will be entitled to vote in its discretion on the ratification of
Baker Tilly Virchow Krause LLP as our independent registered public accounting
firm for fiscal year 2014, which is Proposal 5. Shareholders of Urologix who
own shares of common stock through a bank or brokerage are sometimes called
street name holders. Street name holders should review the additional
information below under Casting Your Vote as a Street Name Holder.
Quorum and Voting Requirements
A
quorum, consisting of a majority of the shares of common stock entitled to vote
at this 2013 Annual Meeting of Shareholders, must be present, in person or by
proxy, before action may be taken at the Annual Meeting. Shares held by brokers
who do not have discretionary authority to vote on a particular matter and who
have not received voting instructions from their customers are not counted or
deemed to be present or represented for the purpose of determining whether
shareholders have approved that matter, but they are counted as present for the
purpose of determining a quorum at the Annual Meeting.
Proposal
1 relates to the election of directors. A director nominee will be elected if
approved by the affirmative vote of the holders of a plurality of the voting
power of the shares present, in person or by proxy, and entitled to vote for
the election of directors. You may either vote FOR or WITHHOLD
authority to vote for each nominee for the Board of Directors. If you withhold
authority to vote for the election of a nominee, it has the same effect as a
vote against that nominee.
Proposals
2, 3 and 5 will be proved by the affirmative vote of a majority of the shares
of our common stock present in person or by proxy and entitled to vote on that
proposal at this Annual Meeting. You may vote FOR, AGAINST or
ABSTAIN on each of Proposals 2, 3 and 5. Abstentions are counted as present
and entitled to vote for the purposes of determining a quorum, but are not
counted for the purposes of determining whether shareholders have approved that
matter. Therefore, if you abstain from voting on Proposals 2, 3 or 5, it has
the same effect as a vote against that proposal.
With
respect to Proposal 4, you may vote 1 YEAR for every year, 2 YEARS for
every two years, 3 YEARS for every three years, or ABSTAIN. The option
receiving a plurality of the votes cast at the Annual Meeting by holders of
common stock voting on Proposal 4 will be the frequency for the advisory vote
on executive compensation that has been selected by shareholders.
2
Table of Contents
Casting Your Vote as a Street Name
Holder
If
you hold your shares through a broker (that is, in street name) and do not
provide voting instructions to your broker, your shares will not be voted on
any proposal on which your broker does not have discretionary authority to
vote. As of January 1, 2010, brokers no longer have discretionary authority to
vote their customers shares in an election of directors unless those customers
give the brokers instructions on how to vote. As a result, if you hold your
shares in street name and do not provide voting instructions to your broker, no
votes will be cast on your behalf on the following proposals being presented at
this Annual Meeting:
|
|
|
|
|
Proposal 1: Election of Directors
|
|
|
|
|
|
Proposal 2: Approval of an Increase in Authorized
Common Stock
|
|
|
|
|
|
Proposal 3: Advisory Vote on Named Executive Officer
Compensation, or
|
|
|
|
|
|
Proposal 4: Advisory Vote on the Frequency of Future
Executive Compensation Advisory Votes.
|
Because
of this change in broker voting rules, all street name holders are urged to
provide instructions to their brokers on how to vote their shares in the
election of directors at the Annual Meeting and on each of Proposals 2, 3 and
4.
Make your vote count!
Instruct your broker how to cast your vote on each of Proposals 1 through 4!
If
you hold your shares in street name, your broker will continue to have
discretion to vote any uninstructed shares on Proposal 5: Ratification of
Appointment of Independent Registered Public Accounting Firm.
Revoking a Proxy
|
|
|
|
You may change your vote and revoke your proxy at
any time before it is voted by:
|
|
|
|
|
|
Sending a written statement to that effect to the
Chief Financial Officer of Urologix.
|
|
|
|
|
|
Submitting a properly signed proxy card with a later
date.
|
|
|
|
|
|
If you voted by telephone or through the Internet,
by voting again either by telephone or through the Internet prior to the
close of the voting facility.
|
|
|
|
|
|
Voting in person at the Annual Meeting.
|
All
shares represented by valid, unrevoked proxies will be voted at the Annual
Meeting and any adjournment(s) or postponement(s) thereof. Our principal
offices are located at 14405 21st Avenue North, Minneapolis, Minnesota 55447,
and our telephone number is (763) 475-1400.
3
Table of Contents
Annual Meeting and Special Meetings;
Bylaw Amendments
This
2013 Annual Meeting of Shareholders is a regular meeting of our shareholders
and has been called by our Board of Directors in accordance with our bylaws.
Under our bylaws, special meetings of our shareholders may be held at any time
for any purpose and may be called by the Chairman of our Board, our chief executive officer, our chief
financial officer, two or more directors or by a shareholder or shareholders
holding 10% or more of the voting power of all shares entitled to vote on the
matters to be presented to the meeting, except that a special meeting for the
purpose of considering any action to directly or indirectly facilitate or
affect a business combination, including any action to change or otherwise
affect the composition of the Board of Directors for that purpose, must be
called by 25% or more of the voting power of all shares entitled to vote. The
business transacted at a special meeting is limited to the purposes as stated
in the notice of the meeting. For business to be properly brought before a
regular meeting of shareholders, a written notice containing the required
information must be timely submitted. For more information, please review our
bylaws and the section of this proxy statement entitled Shareholder Proposals
and Shareholder Nominees for 2014 Annual Meeting.
Our
bylaws may be amended or altered by a vote of the majority of the whole Board
at any meeting. The authority of the Board is subject to the power of our
shareholders, exercisable in the manner provided by Minnesota law, to adopt,
amend, or repeal bylaws adopted, amended, or repealed by the Board.
Additionally, the Board may not make or alter any bylaws fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board of Directors, or fixing the number of directors
or their classifications, qualifications, or terms of office, except that the
Board may adopt or amend any bylaw to increase their number.
4
Table of Contents
OWNERSHIP
OF VOTING SECURITIES BY
PRINCIPAL HOLDERS AND MANAGEMENT
The
following table includes information as of September 19, 2013, except as noted,
concerning the beneficial ownership of our common stock by (i) the only
shareholders known to us to hold five percent or more of our common stock, (ii)
each of our directors and the nominee to our Board of Directors, (iii) each of
the named executive officers and (iv) all current directors and executive
officers of Urologix as a group. Unless otherwise indicated, all beneficial
owners have sole voting and investment power over the shares held. Except as
indicated below, the business address of each individual set forth below is
14405 21st Avenue North, Minneapolis, MN 55447.
|
|
|
|
|
|
|
|
Name and
Address of
of Beneficial Owner
|
|
|
Number of Shares
Beneficially Owned (1)
|
|
Percentage
Beneficially Owned
|
|
|
|
|
|
|
|
|
|
Perkins Capital
Management, Inc. (2)
730 East Lake Street
Wayzata, MN 55391
|
|
6,291,139
|
|
|
29.8
|
%
|
|
|
|
|
|
|
|
|
|
T Rowe Price Associates,
Inc. (3)
110 E Pratt Street
Baltimore, MD 21202
|
|
2,089,358
|
|
|
9.9
|
%
|
|
|
|
|
|
|
|
|
|
Gregory J. Fluet (4)(5)(6)(7)
|
|
434,372
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
Mitchell Dann (4)(8)
|
|
576,993
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
Christopher R. Barys
(4)(6)
|
|
89,802
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Sidney W. Emery, Jr.
(4)(9)
|
|
239,823
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
Patrick D. Spangler (4)
|
|
89,802
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Lisa A. Ackermann (5)
|
|
167,360
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Brian J. Smrdel (5)
|
|
82,707
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Stryker Warren, Jr. (5)(10)
|
|
866,760
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
All current directors and
executive officers as a group
(7 persons)
|
|
1,680,859
|
|
|
8.0
|
%
|
|
|
|
|
*
|
Indicates ownership of less
than one percent.
|
|
|
(1)
|
Includes options to
purchase the following number of shares, which are or will become exercisable
within 60 days of September 19, 2013: Mr. Fluet, 204,998 shares; Mr. Dann,
70,000 shares; Mr. Barys, 30,000 shares; Mr. Emery, 80,000 shares; Mr.
Spangler, 30,000 shares; Ms. Ackermann, 68,228 shares; Mr. Smrdel, 67,707
shares; Mr. Warren, 409,480 shares; and all current directors and executive
officers as a group, 550,933 shares.
|
|
|
(2)
|
Based upon the Amendment
No. 1 to Schedule 13D filed by the shareholder with the Securities and
Exchange Commission on July 10, 2013. In the Amendment No. 10, the
shareholder states that the shareholder, an investment advisor, has sole
voting power over 5,316,339 shares and sole dispositive power over 6,291,139
shares of our common stock held by the shareholders investment advisory
clients as of June 30, 2013.
|
|
|
(3)
|
Based upon the Amendment
No. 1 to Schedule 13G filed by the shareholder with the Securities and
Exchange Commission on February 6, 2013. In the Schedule, the shareholder
states that the shareholder, an investment advisor, has sole voting power
over 1,917,858 shares and sole dispositive power over 2,089,358 shares of our
common stock held by the shareholders investment advisory clients as of
December 31, 2012.
|
5
Table of Contents
|
|
(4)
|
Director of Urologix.
|
|
|
(5)
|
Named executive officer.
|
|
|
(6)
|
Nominee for election as a
director.
|
|
|
(7)
|
Includes 17,500 shares held by Mr. Fluet in his IRA.
|
|
|
(8)
|
Includes 10,358 shares
owned by an IRA rollover for the benefit of Mitchell Dann and 61,684 shares
held by the Glory Bowl Trust of which the Mr. Danns child is the beneficiary
and Mr. Dann is the sole trustee.
|
|
|
(9)
|
Includes 71,247 shares held
in a trust for the benefit of Mr. Emerys spouse, of which Mr. Emery and his
spouse are trustees.
|
|
|
(10)
|
Information based on Forms
3 and 4 filed with the Securities and Exchange Commission. Mr. Warren
ceased serving as our Chief Executive Officer effective November 30, 2012 and
his employment with Urologix terminated as of March 29, 2013.
|
6
Table of Contents
ELECTION
OF DIRECTORS
Pursuant
to the terms of our current articles of incorporation, directors are divided
into three classes, with the term of one class expiring each year. As the term
of each class expires, the successors to the directors in that class will be
elected for a term of three years. Vacancies on the Board of Directors and
newly created directorships can be filled by vote of a majority of the
directors then in office.
The
term of Christopher R. Barys expires at this Annual Meeting of Shareholders,
which follows our fiscal year 2013. The terms of Sidney W. Emery, Jr. and
Patrick D. Spangler expire at the Annual Meeting of Shareholders following our
fiscal year 2014. The term of Mitchell Dann expires at the Annual Meeting of
Shareholders following our fiscal year 2015. Until his resignation on November 30, 2013,
Stryker Warren, Jr. had served as a director in the class of directors whose
term expires at the Annual Meeting of Shareholders following our fiscal
year 2015. On January 25, 2013, the
Board of Directors elected Gregory J. Fluet as a director to fill the vacancy caused by Mr. Warrens
resignation and to serve until the Annual Meeting of Shareholders
following our fiscal year 2015.
A
total of two directors will be elected at this Annual Meeting. One director
will be elected at this Annual Meeting to serve until the Annual Meeting of
Shareholders following our fiscal year 2016 or until his successor is elected
and shall qualify. One director will be elected at this Annual Meeting to serve
until the Annual Meeting of Shareholders following our fiscal year 2015 or
until his successor is elected and shall qualify. Upon recommendation of the
Governance/Nominating Committee, the Board of Directors has nominated for
election Mr. Barys to serve as a director until the Annual Meeting following
fiscal year 2016 and has nominated for election Mr. Fluet to serve as a
director until the Annual Meeting following fiscal year 2015.
Messrs.
Barys and Fluet each meets the criteria applicable to Board nominees that are
set out in our Governance Guidelines and summarized under Corporate Governance
Director Nominations Criteria for
Nomination to the Board; Diversity Considerations.
It
is intended that proxies will be voted for the nominees named in this Proposal
1. The Board of Directors believes that each of the nominees will be able to
serve, but should he be unable to serve as a director, the persons named in the
proxies have advised us that they will vote for the election of such substitute
nominee as the Board of Directors may propose.
Set
forth below are the biographies of the nominees and the directors serving
continuing terms, as well as a discussion of the specific experience,
qualifications, attributes and skills that led to the conclusion that the
nominee or director should serve as a director of Urologix at this time.
Information Regarding Nominees
Nominee
for Term Expiring at the Annual Meeting Following Fiscal 2016:
Christopher
R. Barys
, age 47, has
served as a director since August 6, 2010. Since May 2011, Mr. Barys has served
as a General Manager of the I-Flow Division of Kimberly-Clark Healthcare, an
operating segment of Kimberly-Clark Corporation (NYSE: KMB), a global health
and personal care products company. The I-Flow Division develops and markets
drug delivery systems and products for post-surgical pain relief and surgical
site care. From June 2010 to April 2011, Mr. Barys consulted for a variety of
medical device companies globally. From July 2009 to June 2010, Mr. Barys
served as the Chief Operating Officer of FlowCardia, Inc., a privately held
developer of endovascular products for the treatment of chronic total
occlusions that was acquired by C. R. Bard, Inc. in April 2010. From November
2007 to July 2009, he served as FlowCardias Executive Vice President, Sales
and Marketing. From November 2005 to November 2007, Mr. Barys served as the
Vice President, Sales and Marketing, Peripheral Vascular Systems for Edwards
Lifesciences Corporation, a publicly-held medical device company with products
and technologies designed to treat advanced cardiovascular disease (NYSE: EW).
Mr. Barys received a Bachelor of Science degree in marketing from Northern
Illinois University.
7
Table of Contents
Mr.
Barys is qualified to serve as a director of Urologix because of his
significant sales and marketing and general management expertise developed
through executive positions in medical device companies. We believe that Mr.
Barys will provide our Board with insight into sales and marketing strategy
development, campaign development and execution, implementing programs to
improve sales force effectiveness and operational efficiencies.
Nominee
for Term Expiring at the Annual Meeting Following Fiscal 2015:
Gregory
J. Fluet
, age 44, has served as a director and as our Chief
Executive Officer since January 25, 2013. From November 30, 2012 to January 25,
2013, Mr. Fluet served as our interim Chief Executive Officer. Prior to that
time, he served as our Executive Vice President and Chief Operating Officer
since July 14, 2008. Mr. Fluet initially joined Urologix as a
consultant in February 2008 to provide strategic analysis and tactical support.
Prior to joining Urologix, Mr. Fluet was an Associate at Sapient Capital
Management, LLC, a venture capital firm focused on early stage investing in the
healthcare industry, primarily minimally invasive therapeutic medical devices.
While at Sapient Capital, he worked with portfolio companies that raised
multiple rounds of private financing, completed initial public offerings and
were acquired. He was also
actively involved in all aspects of early stage medical device company
development including being a Board observer, product development, intellectual
property development, regulatory analysis, financial modeling, milestone based
budgeting, clinical research and strategic market assessment for portfolio
companies or potential investments. Mr. Fluet graduated from Stanford
University with a Bachelor of Science degree in mechanical engineering.
Mr.
Fluet is qualified to serve on the Urologix Board because he brings an in-depth
knowledge of our business and operations gleaned from his years of service as
our Chief Operating Officer prior to being appointed as our Chief Executive
Officer. Mr. Fluet also has a strong and broad base of experience in a variety
of areas important to Urologixs business, including fund raising, product
development, intellectual property development, financial modeling, milestone
based budgeting, clinical research and strategic market assessment.
Vote Required for Proposal 1
Under
Minnesota law and our bylaws, directors are elected by a plurality of the votes
cast at the meeting by holders of common stock voting for the election of directors.
This means that since shareholders will be electing two directors, the two
nominees receiving the highest number of votes will be elected.
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR
THE ELECTION OF THE NOMINEES IDENTIFIED IN THIS PROPOSAL 1
|
|
|
|
8
Table of Contents
Directors Serving Continuing Terms
Term
Expiring at the Annual Meeting Following Fiscal 2015:
Mitchell
Dann
, age 53, has served as a director and as our Chairman
since February 25, 2008. Mr. Dann also served as our Interim Chief Executive
Officer from February 25, 2008 until the appointment of Mr. Warren as the Chief
Executive Officer on June 24, 2008. Mr. Dann is a co-founder of Urologix and
served as a director from its inception in 1991 until 2005. In 2000, Mr. Dann
founded Sapient Capital. Mr. Dann is currently the managing member of Sapient
Capital Management, L.L.C., the general partner of the general partner of
Sapient Capital, L.P., a venture capital firm specializing in the medical
device industry. Mr. Dann has over 25 years of experience working with medical
device companies as an investor, entrepreneur, executive, adviser and board
member. From September 2000 to June 2011, Mr. Dann served as a member of
the Board of Directors of TranS1 Inc., a publicly-held medical device company
(Nasdaq: TSON). Mr. Dann received a Bachelor of Science degree in
engineering from the University of Vermont.
Mr.
Dann is qualified to serve on the Urologix Board because of his broad strategic
perspective of the medical device industry. In addition, Mr. Dann brings to the
Board an exceptional and deep understanding of the particular
challenges and opportunities facing Urologix, gained through his role
as the co-founder of Urologix, as a director of Urologix for
fourteen years prior to his current service, and through his service
as our interim Chief Executive Officer on three prior occasions,
most recently from February to June 2008.
Term
Expiring at the Annual Meeting Following Fiscal 2014:
Sidney
W. Emery, Jr.
, age 67,
has served as a director since October 2005. In February 2010, Mr. Emery became
the owner and Chief Executive Officer of Supply Chain Services, Inc., a
privately-held provider of barcode scanning solutions located in Oakdale,
Minnesota. From March 1998 until his retirement in September 2008, Mr. Emery
served as the Chief Executive Officer of MTS Systems Corporation (Nasdaq:
MTSC), a global supplier of mechanical testing systems and industrial position
sensors. Mr. Emery has also served as the chairman of the Board of Directors of
MTS Systems Corporation from January 1999 until September 2008. Mr. Emery
previously held various management and executive positions with the Bendix
Corporation and later Honeywell, Inc. after serving 10 years as an officer in
the U.S. Navy. Since May 2007, Mr. Emery has served as a director of ALLETE,
Inc., a diversified energy company (NYSE: ALE). He is also a director of Field
Solutions, Inc., a privately held company providing independent field service
technician resources and headquartered in Minnetonka, Minnesota. Mr. Emery is
also Chairman of the Board of Governors at the University of St. Thomas School
of Engineering. Mr. Emery received a Bachelor of Science degree in engineering
from the U.S. Naval Academy and a Doctorate in industrial engineering from
Stanford University.
Mr.
Emery is qualified to
serve on the Urologix Board because of his demonstrated leadership and
executive management experience, including serving as a Chief Executive Officer
of a public company. Mr. Emery is also an audit committee financial expert as
that term is defined under the rules of the Securities and Exchange Commission.
Patrick
D. Spangler
, age
58, has served as our director since August 15, 2010. Since September 17, 2012,
Mr. Spangler has served as the Senior Vice President and Chief Financial
Officer of Healthland, a provider of healthcare information technology
solutions to rural community and critical access hospitals. From September 2010
to August 2012, Mr. Spangler served as the Chief Financial Officer of
Epocrates, Inc. (Nasdaq: EPOC), a provider of mobile drug reference tools to
healthcare professionals and interactive services to the healthcare industry.
From May 2010 to September 2010, Mr. Spangler acted as an operating partner of
and CFO advisor to Three Fields Capital, a private equity and venture capital
firm. From June 2009 to April 2010, he was the Chief Financial Officer of High
Jump Software, a privately-held software company. From March 2005 to January
2009, Mr. Spangler served as the Senior Vice President and Chief Financial
Officer of ev3, Inc., a medical device company that was publicly-held until it
was acquired in July 2010. Mr. Spangler has a Bachelor of Science degree
in accounting from the University of Minnesota, a Master of Business
Administration degree from University of Chicago and a Master of Business
Taxation degree from the University of Minnesota.
9
Table of Contents
Mr.
Spangler is qualified to serve on the Urologix Board because of his significant
executive management and finance experience at both public and private
companies. In particular, Mr. Spanglers finance experience will allow him to
ably assist our Board and Audit Committee with oversight of our finance and
accounting functions and the development and execution of our financial
strategies. Mr. Spangler is also an audit committee financial expert as that
term is defined under the rules of the Securities and Exchange Commission.
CORPORATE
GOVERNANCE
Board Independence
The
Board of Directors undertook a review of director independence in September
2013. As part of that process, the Board reviewed all transactions and
relationships between each director (or any member of his immediate family) and
Urologix, our executive officers and our auditors, and other matters bearing on
the independence of directors. As a result of this review, the Board
affirmatively determined that each of Messrs. Barys, Emery, Dann and Spangler is independent according to the
independence definition of the Nasdaq Listing Rules. Mr. Fluet is not
independent because he currently serves as our Chief Executive Officer.
Committees of the Board of Directors
and Committee Independence
The
Board of Directors has established a Compensation Committee, an Audit Committee
and a Governance/Nominating Committee. The composition and function of these
committees are set forth below.
Compensation
Committee.
The Compensation Committee reviews and approves
the compensation and other terms of employment of our Chief Executive Officer
and other senior management of Urologix. Among its other duties, the
Compensation Committee administers our stock-based compensation plans, such as
our 2012 Stock Incentive Plan (the 2012 Plan) and our Amended and Restated
1991 Stock Option Plan (the 1991 Plan), which was replaced by the 2012 Plan
when it was approved at the 2012 Annual Meeting of Shareholders. Our
Compensation Committee also administers cash incentive and other incentive
plans for executive officers, and recommends director compensation. The
Compensation Committee annually reviews the Chief Executive Officers
compensation and the Chief Executive Officers performance. In connection with
its review of compensation of executive officers or any form of incentive or
performance based compensation, the Committee will also review and discuss
risks arising from our compensation policies and practices.
The
charter of the Compensation Committee requires that the Committee consist of no
fewer than two members, each of whom must be independent according to the
Nasdaq Listing Rules, a non-employee director under Securities and Exchange
Commission rules and an outside director for purposes of Section 162(m) of
the Internal Revenue Code. Each member of our Compensation Committee meets
these requirements. A copy of the current charter of the Compensation Committee
is available on our website, www.urologix.com, by following the link to
Corporate Governance in the Investors section.
10
Table of Contents
The
current members of the Compensation Committee are Messrs. Emery (Chair), Barys
and Spangler. During fiscal year 2013, the Compensation Committee met five
times and also met in executive session without management present for certain
of these meetings.
Governance/Nominating
Committee.
The Governance/Nominating Committee is charged
with the responsibility of identifying, evaluating and approving qualified
candidates to serve as our directors, ensuring that the Board and governance
policies are appropriately structured, reviewing and recommending changes to
our governance guidelines, overseeing Board and committee evaluations, and
reviewing and making recommendations on succession plans for the Chief
Executive Officer. The Governance/Nominating Committee is also responsible for
the leadership structure of our Board, including the composition of the Board
and its committees, and an annual review of the position of Chairman of the
Board. As part of its annual review, the Governance/Nominating Committee is
responsible for identifying individuals qualified to serve as Chairman and
making recommendation to the Board of Directors for any changes in such
position. The Governance/Nominating Committee also has responsibility for
overseeing our annual process of self-evaluation by members of the committees
and the Board of Directors as a whole.
The
charter of the Governance/Nominating Committee requires that this committee
consist of no fewer than two Board members who satisfy the independence
requirements of the Nasdaq Listing Rules. Each member of the
Governance/Nominating Committee meets these requirements. A copy of the current
charter of the Governance/Nominating Committee is available by following the
link to Corporate Governance in the Investor section of our website at www.urologix.com. A copy of our
current Governance Guidelines is also available in the Corporate Governance
section of our website.
The
current members of the Governance/Nominating Committee are Messrs. Barys
(Chair), Dann, Emery and Spangler. During fiscal year 2013, the
Governance/Nominating Committee took action by written actions in lieu of
meeting.
Audit
Committee.
The Audit
Committee assists the Board by reviewing the integrity of our financial
reporting processes and controls; the qualifications, independence and
performance of the independent auditors; and compliance by us with certain
legal and regulatory requirements. The Audit
Committee has the sole authority to retain, compensate, oversee and
terminate the independent auditors, as well as the responsibility to
pre-approve all audit and non-audit services performed by the independent
auditor. The Audit Committee
reviews our annual audited financial statements, quarterly financial statements
and related filings with the Securities and Exchange Commission. The Audit Committee reviews reports on
various matters, including our critical accounting policies, significant
changes in our selection or application of accounting principles, and our
internal control processes. Under its charter, the Audit Committee exercises
oversight of significant risks relating to financial reporting and internal
control over financial reporting, including discussing these risks with
management and the independent auditor and assessing the steps management has
taken to minimize these risks.
The
charter of the Audit Committee requires that this committee consists of three
or more independent directors under the Nasdaq Listing Rules and that the
directors also be independent under Securities and Exchange Commission Rule
10A-3. The members of the Audit Committee must also meet the experience and
sophistication requirements of the Nasdaq Listing Rules. Each member of the
Audit Committee meets the requirements of the charter. Our Governance/Nominating
Committee and our Board
of Directors also have reviewed the education, experience and other
qualifications of each of the members of the Audit Committee. After such
review, upon the recommendation of the Governance/Nominating Committee, the
Board of Directors has determined that Messrs. Emery and Spangler each meet the
Securities and Exchange Commission definition of an audit committee financial
expert. A report of the Audit Committee is set forth below.
11
Table of Contents
A
copy of the current charter of the Audit Committee is available by following the Corporate
Governance link in the Investor section of our website at www.urologix.com. Our Audit Committee consists of Messrs.
Spangler (Chair), Emery, and Barys. During fiscal year 2013, the Audit Committee met seven times.
Board Leadership Structure
Currently,
the leadership structure of Urologix Board consists of a non-executive
chairman of the Board, who also serves in the role of lead director, and three
standing committees that are each led by a chairman. The members of each
committee are independent directors under the Nasdaq Listing Rules and meet
the other similar independence requirements applicable to that committee. Our
Chief Executive Officer is a director, but does not serve as chairman and does
not serve on any committee.
The
Governance/Nominating Committee believes that the current Board leadership
structure is appropriate for Urologix at this time because it allows the Board
and its committees to fulfill their responsibilities, draws upon the experience
and talents of all directors, encourages management accountability to the
Board, and helps maintain good communication among Board members and with
management. Our current Board leadership structure is reflected in our
Governance Guidelines and the Governance/Nominating Committee is empowered
through its charter to consider and make changes to the structure if necessary.
Boards Role in Risk Oversight
We
face a number of risks, including financial, technological, operational,
regulatory, strategic and competitive risks. Management is responsible for the
day-to-day management of risks we face, while the Board has responsibility for
the oversight of risk management. In its risk oversight role, the Board of Directors
ensures that the processes for identification, management and mitigation of
risk by our management are adequate and functioning as designed.
Our
Governance Guidelines were amended in August 2010 to formalize the Boards
responsibility for risk oversight as our policy.
Our
Board is actively involved in overseeing risk management and it exercises its
oversight both through the full Board and through the three standing committees
of the Board: the Audit Committee, the Compensation Committee and the
Governance/Nominating Committee. The three standing committees exercise
oversight of the risks within their areas of responsibility, as disclosed in
the descriptions of each of the committees above and in the charters of each of
the committees.
The
Board and the three committees receive information used in fulfilling their
oversight responsibilities through our executive officers and advisors,
including our outside legal counsel and our independent registered public
accounting firm. At meetings of the Board, management makes presentations to
the Board regarding our business strategy, operations, financial performance,
fiscal year budgets, technology, quality and regulatory, and other matters.
Many of these presentations include information relating to the challenges and
risks to our business and the Board and management actively engage in
discussion on these topics. Each of the committees also receives reports from
management regarding matters relevant to the work of that committee. These
management reports are supplemented by information relating to risk from our
advisors. Additionally, following committee meetings, the Board receives
reports by each committee chair regarding the committees considerations and
actions. In this way, the Board also receives additional information regarding
the risk oversight functions performed by each of these committees.
12
Table of Contents
Director Nominations
The
Governance/Nominating Committee will consider candidates for Board membership
suggested by its members, other Board members, as well as management and
shareholders. Shareholders who wish to recommend a prospective nominee should
follow the procedures set forth in Section 3.13 of our bylaws as described in
the section of this proxy statement entitled Shareholder Proposals for
Nominees.
Criteria
for Nomination to the Board; Diversity Considerations
. The
Governance/Nominating Committee is responsible for identifying, evaluating and
approving qualified candidates for nomination as directors. The committee has
not adopted minimum qualifications that nominees must meet in order for the
committee to recommend them to the Board of Directors, as the committee
believes that each nominee should be evaluated based on his or her merits as an
individual, taking into account our needs and the needs of the Board of
Directors. The Governance/Nominating Committee evaluates each prospective
nominee against the standards and
qualifications set out in our Governance Guidelines, including:
|
|
|
|
|
Background, including high personal and professional
ethics and integrity and the ability to exercise good business judgment and
enhance the Boards ability to manage and direct the affairs and business of
Urologix;
|
|
|
|
|
|
Commitment, including the willingness to devote
adequate time to the work of the Board and its committees, and the ability to
represent the interests of all shareholders and not a particular interest
group;
|
|
|
|
|
|
Board skills needs, in the context of the existing
makeup of the Board, and the candidates qualification as independent and
qualification to serve on Board committees;
|
|
|
|
|
|
Business experience, which should reflect a broad
experience at the policy-making level in business, government and/or
education; and
|
|
|
|
|
|
Diversity, in terms of knowledge, experience,
skills, expertise, and other demographics that contribute to the Boards
diversity.
|
In
considering candidates for the Board, including the nominee for election at
this Annual Meeting, the Governance/Nominating Committee considers the entirety
of each candidates credentials with reference to these standards. The
Governance/Nominating Committee also considers such other relevant factors as
it deems appropriate.
While
the Governance/Nominating Committee does not have a formal policy with respect
to diversity, the Governance/Nominating Committee does believe it is important
that the Board represent diverse viewpoints within the context of these
standards. As part of the nominee selection process for this Annual Meeting,
the Governance/Nominating Committee reviewed the knowledge, experience, skills,
expertise, and other characteristics of the nominees and the other directors.
The Governance/Nominating Committee considered how each director contributed to
the diversity of the Board. Based upon that review, the Governance/Nominating
Committee believes that the overall mix of the directors backgrounds
contributes to a diversity of viewpoints that enhances the quality of the
Boards deliberations and decisions.
13
Table of Contents
In
reviewing prospective nominees, the Governance/Nominating Committee reviews the
number of public-company Boards on which a director nominee serves to determine
if the nominee will have the ability to devote adequate time to the work of our
Board and its committees. Under our Governance Guidelines, non-employee
directors generally may not serve on more than five boards of other publicly
owned companies, provided that the service does not adversely affect the
directors ability to perform his or her duties as a Urologix director.
The
Governance/Nominating Committee will consider persons recommended by the
shareholders using the same standards used for other nominees.
Process
for Identifying and Evaluating Nominees.
The process for identifying
and evaluating nominees to the Board of Directors is initiated by identifying a
slate of candidates who meet the criteria for selection as a nominee and have
the specific qualities or skills being sought based on input from members of
the Board and, if the Governance/Nominating Committee deems appropriate, a
third-party search firm. The Governance/Nominating Committee evaluates these
candidates by reviewing the candidates biographical information and
qualifications and checking the candidates references. One or more committee
members will interview the prospective nominees in person or by telephone.
After completing the evaluation, the committee makes a recommendation to the
full Board of the nominees to be presented for the approval of the shareholders
or for election to fill a vacancy.
Board
Nominee for this 2013 Annual Meeting.
The Governance/Nominating Committee selected the nominees for this
2013 Annual Meeting in September 2013. Mr. Barys, a nominee for election
at this 2013 Annual Meeting, was elected by the shareholders at the 2010 Annual
Meeting of Shareholders. Mr. Fluet, also a nominee for election at this
2013 Annual Meeting was appointed as our Chief Executive Officer and a director
on January 25, 2013 after serving as our interim Chief Executive Officer since
November 30, 2012 and serving as our Executive Vice President and Chief
Operating Officer from July 2008 to November 30, 2012. Mr. Fluet was appointed as a director in connection with his
appointment as our Chief Executive Officer. We have not engaged a third-party
search firm to assist us in identifying potential director candidates, however,
the Governance/Nominating Committee may choose to do so in the future
Shareholder
Proposals for Nominees
. The Governance/Nominating Committee
will consider written proposals from shareholders for nominees for director.
Any
such nominations should be submitted to the Governance/Nominating Committee in
care of the Secretary of Urologix and should include the following information:
(i) the name and address of record of the shareholder who intends to make the
nomination; (ii) a representation that the shareholder is a holder of record of
shares of the Company entitled to vote generally at meeting for the election of
directors and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the name, age,
business and residence addresses, and principal occupation or employment of
each nominee; (iv) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (v) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (vi) the consent of each nominee to serve as a director of the
Company if so elected.
To
be considered, the written notice must be submitted in the time frames
described in our bylaws and under the caption Shareholder Proposals and
Shareholder Nominees for 2013 Annual Meeting below.
14
Table of Contents
Director Attendance at Board,
Committee and Annual Shareholder Meetings
During
fiscal year 2013, the Board of Directors met eight times. Each director in
fiscal year 2013 attended at least seventy-five percent of the meetings of the
Board of Directors and Board committees on which the director served.
We
do not have a formal policy on attendance at meetings of our shareholders.
However, we encourage all Board members to attend shareholder meetings when
held in conjunction with a meeting of the Board of Directors. The 2013 Annual
Meeting of Shareholders will be held in conjunction with a meeting of the Board
of Directors. Two directors then serving attended the 2012 Annual Meeting of
Shareholders.
Communications with Directors
The
Board of Directors has designated Mitchell Dann, the Chairman of our Board of
Directors, as our lead director. The lead director will act as chair of
executive sessions of the Board. Shareholders may communicate with the Board as
a group, the chair of any committee of the Board of Directors or any individual
director by sending an e-mail to
lead.director@urologix.com
or by directing the communication
in care of the lead director, at the address set forth on the front page of
this proxy statement.
Code of Ethics
We have
adopted a code of ethics that applies to all directors, officers and employees,
including our principal executive officer, principal financial officer,
principal accounting officer or persons performing similar functions. This code
of ethics is included in our Code of Ethics and Business Conduct. The Code of
Ethics and Business Conduct is publicly available by following the Corporate
Governance link in the Investor section of our website at www.urologix.com. To the extent
permitted, we intend to disclose any amendments to, or waivers from, the code
of ethics applicable to our principal executive officer, principal financial
officer, principal accounting officer or persons performing similar functions
or with respect to the required elements of the code of ethics on our website
at www.urologix.com by following
the Corporate Governance link in the Investor section.
15
Table of Contents
R
EPORT OF THE
AUDIT COMMITTEE
This
is a report of the Audit
Committee of the Board of Directors of Urologix for the year ended June
30, 2013. This report shall not be deemed incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934
and shall not otherwise be deemed to be filed under either such Act.
In
accordance with its charter, the Audit Committee reviewed and discussed the audited financial
statements with management and Baker Tilly Virchow Krause LLP, our independent
registered public accounting firm. The discussions with Baker Tilly Virchow
Krause LLP also included the matters required by Statement on Auditing
Standards No. 61, as amended (AICPA,
Professional Standards
, Vol. 1, AU Section
380), as adopted by the Public Company Accounting Oversight Board in Rule
3200T.
Baker
Tilly Virchow Krause LLP provided to the Audit Committee the written
disclosures and the letter regarding its independence as required by the Public
Company Accounting Oversight Board. This information was discussed with Baker
Tilly Virchow Krause LLP.
Based
on the discussions with management and Baker Tilly Virchow Krause LLP, the Audit Committees review of the
representations of management and the report of Baker Tilly Virchow Krause LLP,
the Audit Committee recommended
to our Board of Directors that the audited financial statements be included in
our Annual Report on Form 10-K for the year ended June 30, 2013, filed with the
Securities and Exchange Commission.
Submitted by the Audit Committee of the Board
of Directors
|
|
|
|
|
P
ATRICK
D. S
PANGLER
, C
HAIR
|
|
C
HRISTOPHER
R. B
ARYS
|
|
S
IDNEY
W. E
MERY
, J
R
.
|
16
Table of Contents
P
ROPOSAL 2:
APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK
Our
Board of Directors has approved, subject to shareholder approval, an amendment
to the Urologix, Inc. amended and restated articles of incorporation to
increase our authorized shares of common stock from 25 million to 30 million.
The increase in our authorized shares of common stock will become effective
upon the filing of the amendment to our amended and restated articles of
incorporation with the Secretary of State of the State of Minnesota. If this
Proposal 2 is approved by shareholders at this Annual Meeting, we intend to
file the amendment to our articles of incorporation as soon as practicable
following the Annual Meeting.
The
form of articles of amendment to be filed with the Secretary of State of the
State of Minnesota is set forth as Appendix A to this Proxy Statement
A
uthorized
Shares, Outstanding Shares and Purpose of the Proposal
Our
articles of incorporation currently authorize us to issue a maximum of 30
million shares, par value $0.01 per share, consisting of 25 million shares of
common stock and 5 million shares of undesignated stock. As of September 19,
2013, we had 21,105,926 shares of common stock issued and outstanding and
outstanding options to purchase 1,856,250 shares of common stock at a weighted
average price of $1.32. In addition, we have 1,352,126 shares of common stock
remaining authorized for issuance under our 2012 Stock Incentive Plan, with
380,765 of these shares that may be issued upon achievement of the fiscal year
2014 revenue performance goal established by our Compensation Committee under
the terms of our incentive plan for fiscal year 2014 adopted on August 14,
2013.
From
the 5 million undesignated shares authorized by our articles of incorporation,
250,000 shares have been designated as Series A Junior Participating Preferred
Stock. The Series A Junior Participating Preferred Stock was established in
connection with a rights dividend declared on January 14, 1997 and a rights
agreement dated as of January 14, 1997. The rights expired on January 14, 2007.
No shares of Series A Junior Participating Preferred Stock are or have been
issued or outstanding. The proposed amendment to the amended and restated
articles of incorporation will not result in a change the authorized number of
undesignated shares.
The
Board of Directors believes that the increase in authorized common shares will
provide us with greater flexibility with respect to our capital structure for
various purposes including equity financings, strategic relationships and stock
based acquisitions.
E
ffects of the
Increase in Authorized Common Stock
The
additional shares of common stock will have the same rights as the presently
authorized shares, including the right to cast one vote per share of common
stock. Although the authorization of additional shares will not, in itself,
have any effect on the rights of any holder of our common stock, the future
issuance of additional shares of common stock (other than by way of a stock
split or dividend) would have the effect of diluting the voting rights and
could have the effect of diluting any earnings per share and book value per
share of existing shareholders.
Except
for the exercise of outstanding stock options (which exercise would be at the
election of the respective holders, subject to the vesting and exercisability
provisions of the option), the award of restricted stock to be issued to
non-employee directors who are elected at this Annual Meeting and the 380,765
shares that may be issued upon achievement of our fiscal year 2014 revenue
performance goal, we do not currently have any plans, proposal or arrangement
to issue any of our authorized but unissued shares of common stock. However, it
is possible that some of these additional shares could be used in the future
for various other purposes without further shareholder approval, except as such
approval may be required in particular cases by our organizational documents,
applicable law or the rules of any stock exchange or other system on which
our securities may then be listed. Some of the various purposes for which we
may use our common stock include: raising capital, providing equity incentives
to employees, officers or directors, establishing strategic relationships with
other companies, and expanding our business or product lines through the
acquisition of other businesses or products.
17
Table of Contents
P
ossible
Anti-Takeover Effects of Increase in Authorized Common Stock
We
could also use the additional shares of common stock that will become available
for issuance to oppose a hostile takeover attempt or to delay or prevent
changes in control of Urologix or our management. For example, it may be
possible for the Board of Directors to delay or impede a takeover or transfer
of control of Urologix by causing such additional authorized shares to be
issued to holders who might side with the Board of Directors in opposing a
takeover bid that the Board of Directors determines is not in the best
interests of Urologix or its shareholders. The proposed increase in authorized
shares of common stock therefore may have the effect of discouraging
unsolicited takeover attempts.
By
potentially discouraging initiation of any such unsolicited takeover attempts,
the proposed increase in authorized shares of common stock may limit the
opportunity for our shareholders to dispose of their shares in tender offer,
takeover attempts or merger at a possible premium over the market price of
their common stock. The proposed increase in authorized shares of common
stock may have the effect of permitting our current management, including the
current Board of Directors, to retain its position, and place it in a better
position to resist changes that shareholders may wish to make if they are
dissatisfied with the conduct of our business. However, the Board of
Directors is not aware of any attempt to take control of Urologix and the Board
of Directors has not approved the proposed increase in authorized shares of
common stock with the intent that it be utilized as a type of anti-takeover
device.
Certain
provisions of Minnesota law, our articles of incorporation and our bylaws, may
make it more difficult for a third party to acquire control of us or may
discourage a third party from attempting to acquire control of us. These
provisions may delay, deter or prevent tender offers or takeover attempts that
shareholders may believe are in their best interests, including tender offers
or attempts that might allow shareholders to receive premiums over the market
price of their common stock. These provisions are summarized below:
|
|
|
Undesignated
Shares:
Under our
articles of incorporation, our Board of Directors can at any time, and
without shareholder approval, establish from our undesignated shares one or
more classes or series of shares, which could designate the undesignated
shares as common stock or as preferred stock with voting, dividend and
liquidation rights and preferences greater than those of our common stock. In
some cases, the issuance of preferred stock without shareholder approval
could discourage or make more difficult attempts to take control of our
company through a merger, tender offer, proxy contest or otherwise. Preferred
stock with special voting rights or other features issued to persons favoring
our management could stop a takeover by preventing the person trying to take
control of our company from acquiring enough voting shares necessary to take
control.
|
|
|
|
Staggered
Board:
Our articles
of incorporation and bylaws establish a Board of Directors with directors
divided into three classes, with the term of only one class expiring each
year. As the term of each class expires, the successors to the directors in
that class will be elected for a term of three years.
|
18
Table of Contents
|
|
|
Properly
Brought Business Provisions:
Pursuant to our bylaws, in order for any proposal to be properly
brought before the next annual meeting by a shareholder, including a nominee
for director to be considered at the next annual meeting, the shareholder
must give written notice of such shareholders intent to bring a matter
before the annual meeting, or nominate the director, in a timely manner. Each
such notice must set forth certain information with respect to the
shareholder who intends to bring such matter before the meeting and the
business desired to be conducted.
|
|
|
|
Written
Consent:
Minnesota
law provides that any action required or permitted to be taken by the
shareholders of the company may be effected only at a meeting of shareholders
or by unanimous written consent in lieu of a meeting.
|
|
|
|
Special
Meetings of Shareholders:
Under our bylaws, special meetings of our shareholders may be held
at any time for any purpose and may be called by the chairman of our board,
our chief executive officer, our chief financial officer, two or more
directors or by a shareholder or shareholders holding 10% or more of the
voting power of all shares entitled to vote on the matters to be presented to
the meeting, except that a special meeting for the purpose of considering any
action to directly or indirectly facilitate or affect a business combination,
including any action to change or otherwise affect the composition of the
Board of Directors for that purpose, must be called by 25% or more of the
voting power of all shares entitled to vote. The business transacted at a special
meeting is limited to the purposes as stated in the notice of the meeting.
For business to be properly brought before a regular meeting of shareholders,
a written notice containing the required information must be timely
submitted.
|
|
|
|
Business
Combinations:
Several provisions of Minnesota law may deter potential changes in control of
us that some shareholders may view as beneficial or that may provide a
premium on our stock price. Under Section 302A.673 of the Minnesota
Business Corporation Act, a shareholder that beneficially owns 10% or more of
the voting power of our outstanding shares (an interested shareholder)
generally cannot consummate a business combination with us, or any subsidiary
of ours, within four years following the time the interested shareholder
crosses the 10% stock ownership threshold, unless the business combination is
approved by a committee of disinterested members of our board before the time
the interested shareholder crosses the 10% stock ownership threshold.
|
|
|
|
Takeover Offer; Fair Price:
Section 302A.675 of the Minnesota
Business Corporation Act generally prohibits an offeror from acquiring our
shares within two years following the offerors last purchase of our shares
pursuant to a takeover offer with respect to that class, unless our
shareholders are afforded the opportunity to sell their shares to the offeror
upon substantially equivalent terms as those provided in the offerors
earlier takeover offer. This provision does not apply if the share
acquisition is approved by a committee of disinterested members of our board
before the purchase of any shares by the offeror pursuant to the earlier
takeover offer.
|
V
ote Required
for Proposal 2
The
affirmative vote of the holders of a majority of the shares of common stock
represented at this Annual Meeting and entitled to vote on this Proposal 2 is
required to approve an amendment to the Articles of Incorporation to increase
the number of authorized shares of common stock. Proxies will be voted in favor
of Proposal 2 unless otherwise indicated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK
19
Table of Contents
E
XECUTIVE
OFFICERS
Set
forth below is biographical and other information for our current executive
officers. Information about Gregory J. Fluet, our Chief Executive Officer, may
be found in this proxy statement under the heading Proposal 1: Election of
Directors.
|
|
|
|
|
|
|
|
Name
|
|
|
Age
|
|
|
Position
|
|
|
Brian J. Smrdel
|
|
44
|
|
Chief Financial Officer
|
|
|
|
|
|
Lisa Ackermann
|
|
41
|
|
Executive Vice President,
Sales and Marketing
|
Mr. Smrdel
was appointed as our Chief Financial Officer on May 10, 2010. Prior to joining
Urologix, Mr. Smrdel served as the Corporate Controller of Angeion Corporation,
now known as MGC Diagnostics Corporation (Nasdaq: MGCD), a publicly-held
medical technology company headquartered in St. Paul, Minnesota, since November
2007. As Angeions Corporate Controller, Mr. Smrdel was responsible for
all aspects of the accounting process, SEC reporting, financial statement
preparation and expense analysis. From October 2005 to November 2007,
Mr. Smrdel was the Manager, Worldwide Financial Planning and Analysis at
PepsiAmericas, Inc., a manufacturer, distributor and seller of a portfolio of beverage
products in the United States, Central Europe and the Caribbean. PepsiAmericas,
Inc. was publicly-held until it was purchased by PepsiCo, Inc. in February
2010. In this role, Mr. Smrdel consolidated the forecasts from the various
PepsiAmericas geographies into a worldwide forecast package for presentation to
senior management and was responsible for modeling the three-year worldwide
strategic plan, among other duties. Mr. Smrdel received his Masters of
Business Administration degree in finance from Indiana Universitys Kelley
Graduate School of Management, located in Bloomington, Indiana. He received a
Bachelor of Arts degree in both accounting and music-voice performance from the
University of St. Thomas in St. Paul, Minnesota.
Lisa
Ackermann was appointed as our Vice President, Sales and Marketing on June 16,
2011 and was promoted to Executive Vice President, Sales and Marketing on April
19, 2012. From September 1999 to June 2011, Ms. Ackermann was employed by
Ethicon Endo-Surgery, Inc. (EES), a Johnson & Johnson Company. EES makes
and sells minimally invasive surgical products and advanced sterilization
products. Most recently, Ms. Ackermann served as Group Product Director,
Endoscopy for EES from May 2010 to June 2011, with responsibility for marketing
management of a $500 million portfolio of products and a team of brand
managers. As Group Product Director, she designed and implemented strategies to
protect and grow market leading EES categories, including trocars,
endoligation, and specimen retrieval. From February 2007 to May 2010, Ms.
Ackermann was Sales Director, Bariatrics. In that role, she was responsible for
leadership of ten division managers and seventy-five sales representatives in
the US. In addition to creating a culture of teamwork, development, and
accountability, she prepared the sales organization to the successfully execute
the largest product launch in EES history with the Realize gastric band, while
growing the endocutter base business in gastric bypass and sleeve gastrectomy
procedures. From January 2005 to February 2007, Ms. Ackermann was Manager,
Sales Compensation for EES with responsibility for development, implementation
and monitoring compensation plans for multiple sales teams, as well as
management of an annual budget, commission projection modeling and developing
process improvements. She also served as interim Director of Sales Planning and
Operations from July to October 2006 where she was responsible for
organizational design changes, deployment projects, talent development and
budget management.
20
Table of Contents
E
XECUTIVE
COMPENSATION
S
ummary of
Executive Compensation
The
following is an explanation of compensation during fiscal year 2013 to the
persons who are referred to in this proxy statement as the named executive
officers:
|
|
|
|
|
Gregory J.
Fluet, our Chief Executive Officer since January 25, 2013 and prior to that,
our Interim Chief Executive Officer from November 30, 2012 to January 25,
2013, and our Executive Vice President and Chief Operating Officer from July
2008 to November 30, 2012;
|
|
|
|
|
|
Brian J.
Smrdel, our Chief Financial Officer;
|
|
|
|
|
|
Lisa A.
Ackermann, our Executive Vice President, Sales and Marketing; and
|
|
|
|
|
|
Stryker
Warren, Jr., who served as our Chief Executive Officer until November 30,
2012.
|
This
section is intended to provide a framework within which to understand the
actual compensation awarded to or earned by the named executive officers during
fiscal year 2013, as reported in the compensation tables and accompanying narrative
sections appearing on pages 25 to 33 of this proxy statement.
For
a description of employment, severance and change in control arrangements with
the named executive officers please see Executive Compensation Employment
and Change In Control Arrangements.
Role of the Compensation Committee in the
Compensation Process
The
responsibility of the Compensation Committee is to develop our philosophy and
structure for executive compensation, review and approve the compensation and other
terms of employment of our Chief Executive Officer and other executive
officers, approve and oversee our cash incentive plans, and approve any other
performance-based compensation and metrics. The Compensation Committee also
oversees our stock-based compensation plans, including our 2012 Plan and prior
to the 2012 Plan, the 1991 Plan. The Compensation Committee administers our
cash and other incentive plans for executive officers and recommends Board
compensation. The Compensation Committee annually reviews the Chief Executive
Officers compensation and evaluates the Chief Executive Officers performance.
In
carrying out its duties, the Compensation Committee reviews and approves
specific compensation programs, including a cash bonus program tied to our
financial performance and base salary amounts.
Under
its charter, the Compensation Committee has the authority to engage the
services of outside advisors, experts and others to assist it in performing its
duties. While the Compensation Committee has used the services of a
compensation consultant in the past, it did not do so in determining fiscal
year 2013 compensation for the named executive officers. The Compensation
Committee may choose to use the services of a compensation consultant in the
future. In determining fiscal year 2013 compensation, the Compensation
Committee reviewed certain compensation related information and recommendations
from certain members of management, as described below.
21
Table of Contents
Role of Management in the Compensation
Process
To
determine the in-service compensation for named executive officers other than
the Chief Executive Officer, the Compensation Committee solicits input from the
Chief Executive Officer regarding the duties and responsibilities of the other
executive officers and the results of their performance reviews. The Chief
Executive Officer also recommends to the Compensation Committee the base salary
for all named executive officers, the amount of potential awards under the cash
incentive compensation program, and the awards under our long-term equity
program. The Chief Executive Officer also recommends to the Compensation
Committee the performance goals under any performance-based compensation
program, which for fiscal year 2012 was the cash incentive plan described
below.
None
of the named executive officers, other than the Chief Executive Officer, has a
role in establishing executive compensation. From time to time, the named
executive officers are invited to attend meetings of the Compensation
Committee. However, no named executive officer attends any executive session of
the Compensation Committee or is present during deliberations or determination
of such named executive officers compensation.
Fiscal Year 2013 Base Salaries
On
August 10, 2012, the Compensation Committee recommended, and the Board of
Directors approved, no adjustments for fiscal year 2013 to the annual base
salaries for the named executive officers from the amounts in effect for fiscal
year 2012. Accordingly, the annual base salaries for the named executive
officers for fiscal year 2013 were as follows: Mr. Warren, $272,000; Mr. Fluet,
$200,000; Ms. Ackerman, $210,000 and Mr. Smrdel, $135,000.
On
August 10, 2012, the Compensation Committee recommended, and the Board of
Directors approved, discretionary supplemental payments to Lisa A. Ackermann in
the amount of $4,000 per month for a twelve month period beginning effective
July 1, 2012 in recognition of her leadership role in strengthening the newly
combined multi-product sales force critical to our future growth and contingent
upon her continued service to the Company. The amounts received as supplemental
payments are not includable as compensation for purposes of any Urologix
benefit plan or program, including the 2013 Incentive Plan described below.
Design of and Payouts Under the Fiscal Year
2013 Cash Incentive Plan
Our
philosophy with respect to the compensation of executive officers is to provide
competitive levels of compensation consistent with our annual and long-term
performance goals, that recognize individual initiative, and assist us in
attracting and retaining qualified executives. We believe that the fiscal year 2012 cash incentive plan,
which is described below, is consistent with our philosophy.
On
August 10, 2012, the Compensation Committee recommended, and the Board of
Directors adopted, the 2013 cash incentive plan (the 2013 Incentive Plan) and
the performance goals under the 2013 Incentive Plan for the named executive
officers. The Compensation Committee retained the discretion to modify the
terms of the 2013 Incentive Plan and to grant cash bonuses or other
compensation to the named executive officers outside the 2013 Incentive Plan.
The
performance goals under the 2013 Incentive Plan for the named executive
officers consist of our revenue for fiscal year 2013 and our cash balance at
the end of fiscal year 2013, with these goals weighted 75% and 25%,
respectively. The Compensation Committee also established minimum, target and
maximum performance goals relating to revenue in fiscal year 2013 and approved
a cash balance goal for fiscal year 2013. The cash bonus amount relating to
revenue for fiscal year 2013 would be adjusted if our revenue exceeds or is
less than the target level, up to 1.5 times the target payout at the maximum
level for the named executive officers and reduced to 5% of the target payout
at the minimum level for the named executive officers. Under the 2013 Incentive
Plan, achievement of the revenue goal at less than target level will result in
a decreasing bonus until the achievement fails to meet the minimum, at which
point the named executive officers are entitled to no bonus with respect to
that measure. For the cash balance goal, the target amount is also the minimum
amount of achievement that will result in any bonus relating to this measure
and there is no adjustment in the bonus amounts for achievement beyond the
target/minimum.
22
Table of Contents
Payouts
of cash bonuses under the 2013 Incentive Plan were made following the
Compensation Committees determinations at the end of the fiscal year to
participants in the 2013 Incentive Plan who continued to be employed as of the
end of the fiscal year.
The
following table shows the bonus that could have been earned under the 2013
Incentive Plan by the named executive officers as a percentage of each of their
respective annual base salaries at the target and maximum level. For each of the named executive officers (i)
target assumes achievement of the target revenue goal and achievement
of the cash management goal and (ii) maximum assumes achievement of the
maximum revenue goal and achievement of the cash management goal.
|
|
|
|
|
|
|
|
|
|
|
|
2013
Incentive Plan
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
|
%
of Salary For
FY 2013 Performance at
Incentive Plan Target
|
|
%
of Salary For FY 2013
Performance at
Incentive Plan Maximum
|
|
|
|
|
|
|
|
|
|
Stryker Warren, Jr.
|
|
|
40%
|
|
|
55%
|
|
|
|
|
|
|
|
|
|
Gregory J. Fluet
|
|
|
30%
|
|
|
41%
|
|
|
|
|
|
|
|
|
|
Brian J. Smrdel
|
|
|
30%
|
|
|
41%
|
|
|
|
|
|
|
|
|
|
Lisa A. Ackermann
|
|
|
38%
|
|
|
52%
|
|
On
August 14, 2013, the Compensation Committee recommended and the Board of
Directors approved payouts under the 2013 Incentive Plan. The Companys revenue
for fiscal year 2013 did not meet the minimum amount set by the Compensation
Committee and no bonus was payable with respect to this performance goal. While
our cash balance at the end of fiscal year 2013 exceeded the target level
established by the Compensation Committee, under the terms of the 2013
Incentive Plan, the target amount was also the minimum and maximum amount and
there was no adjustment in the bonus amount for achievement beyond the target.
Accordingly, the Compensation Committee recommended and the Board approved a
bonus for the cash balance performance goal at the target level.
The
Compensation Committee recommended and the Board approved a cash bonus to Mr.
Smrdel and Ms. Ackermann of $10,125 and $20,000, respectively, in respect of
achievement under the 2013 Incentive Plan. Mr. Fluet would have been eligible
to receive a cash bonus of $15,000 in respect of achievement under the 2013
Incentive Plan. However, Mr. Fluet recommended to the Compensation Committee
that any bonus relating to the 2013 Incentive Plan for himself only be paid in
our common stock instead of cash. The Compensation Committee accepted Mr.
Fluets recommendation and recommended that the Board of Directors adopt the
same. On August 14, 2013, the Board of Directors approved the issuance to Mr.
Fluet of 39,474 shares of our common stock in respect of achievement under the
2013 Incentive Plan.
Mr.
Warren was not employed by us at the end of the fiscal year and was therefore
not eligible for a bonus under the 2013 Incentive Plan.
23
Table of Contents
Long-Term Equity Compensation
The
long-term equity component of executive compensation is provided primarily
through stock options that are generally granted to executive officers in
connection with their initial employment and periodically upon review of
compensation levels, past performance and future potential.
The
Compensation Committee believes that stock ownership by management and
stock-based performance compensation arrangements are beneficial in aligning
management and shareholders interest in enhancing shareholder value. Stock
options are awarded at an exercise price equal to the fair market value on the
date of grant and these options generally vest over a four-year period. The
Compensation Committees policy is to grant all equity awards under shareholder
approved equity compensation plans, such as the 2012 Plan.
In
fiscal year 2013, the Compensation Committee granted stock options to purchase
an aggregate of 194,500 shares of Urologix common stock to employees and
consultants. Of these options granted in fiscal year 2013, options to purchase
55,000 shares were awarded to individuals who were named executive officers on
the grant date, as described below.
On
August 10, 2012, the Compensation Committee granted stock options to Mr. Fluet
and Ms. Ackermann for fiscal year 2012 performance. The options granted to Mr.
Fluet and Ms. Ackermann were to purchase 30,000 and 25,000 shares of our common
stock, respectively. These awards were made after consideration by the Compensation
Committee of the factors stated above.
On
August 14, 2013, the Compensation Committee granted restricted stock and stock
options under the 2012 Plan to Mr. Fluet, Mr. Smrdel and Ms. Ackermann for
fiscal year 2013 performance. The following table shows the number of shares
underlying each award type granted to each executive:
|
|
|
|
|
|
|
|
|
Name of Executive
|
|
|
Shares
of Restricted Stock
|
|
Shares
Underlying
Stock Options
|
|
|
|
|
|
|
|
|
|
Gregory J. Fluet
|
|
|
50,000
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
Brian J. Smrdel
|
|
|
15,000
|
|
|
17,500
|
|
|
|
|
|
|
|
|
|
Lisa A. Ackermann
|
|
|
35,000
|
|
|
35,000
|
|
The
restrictions on the shares of restricted stock will lapse on August 14, 2014,
the one year anniversary of the date of grant. These awards were made after
consideration by the Compensation Committee of the factors stated above and
also the Compensation Committees desire to use long-term equity compensation,
particularly the restricted stock awards, for retention of the named executive
officers.
24
Table of Contents
S
ummary
Compensation Table
The
following table summarizes all compensation for each of the last two fiscal
years awarded to, earned by or paid to the named executive officers: (i)
Gregory J. Fluet, our Chief Executive Officer, who began serving in that role
on an interim basis beginning on November 30, 2012 and on a non-interim basis
beginning January 25, 2013 and who previously served as our Executive Vice
President and Chief Operating Officer; (ii) Brian J. Smrdel, our Chief
Financial Officer; and (v) Lisa A. Ackermann, our Executive Vice President,
Sales and Marketing and (i) Stryker Warren, Jr., our former Chief Executive
Officer who served during fiscal year 2012 and fiscal year 2013 until November
30, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal
Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Stock
Awards
($) (1)
|
|
Option
Awards
($) (1)
|
|
Non-
Equity
Incentive
Plan
Compensation
($)(2)
|
|
All Other
Compensation (3)
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory J. Fluet
|
|
|
2013
|
|
$
|
200,000
|
|
$
|
15,000
|
|
$
|
12,300
|
|
$
|
|
|
$
|
|
|
$
|
227,300
|
|
Chief Executive Officer
|
|
|
2012
|
|
|
200,000
|
|
|
|
|
|
23,000
|
|
|
22,200
|
|
|
|
|
|
245,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J. Smrdel
|
|
|
2013
|
|
$
|
135,000
|
|
|
|
|
$
|
|
|
$
|
10,125
|
|
$
|
|
|
$
|
145,125
|
|
Chief Financial Officer
|
|
|
2012
|
|
|
135,000
|
|
|
|
|
|
9,200
|
|
|
10,935
|
|
|
|
|
|
155,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa A. Ackermann
|
|
|
2013
|
|
$
|
210,000
|
|
|
|
|
$
|
10,250
|
|
$
|
20,000
|
|
$
|
55,800
|
|
$
|
296,050
|
|
Executive Vice President, Sales and
Marketing
|
|
|
2012
|
|
|
210,000
|
|
|
|
|
|
|
|
|
16,000
|
|
|
7,800
|
|
|
233,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stryker Warren (4)
|
|
|
2013
|
|
$
|
204,000
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
1,296
|
|
$
|
205,296
|
|
Former Chief Executive Officer
|
|
|
2012
|
|
|
272,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
272,000
|
|
|
|
(1)
|
Stock awards column
represents the grant date fair value, computed in accordance with FASB ASC
Topic 718, Compensation Stock Compensation, for the stock issued to Mr.
Fluet in lieu of cash under the 2013 Incentive Plan, which is reported for
the year in which the related services were performed. See the section of
this proxy statement entitled Summary of Executive Compensation Design of
and Payouts Under the Fiscal Year 2013 Cash Incentive Plan. The option
awards column represents the aggregate grant date fair value of stock option
awards in the respective fiscal year, each as computed in accordance with
FASB ASC Topic 718, Compensation Stock Compensation. The fair value of each
stock option award is estimated on the date of grant using the Black-Scholes
option valuation model using the assumptions discussed in Note 6, Stock
Options and Restricted Stock Awards, in the notes to financial statements
included in our Annual Report on Form 10-K for the year ended June 30, 2013.
|
|
(2)
|
Represents cash bonuses
paid to the named executive officers under the 2013 Incentive plan, which are
reported for the year in which the related services were performed. See the
section of this proxy statement entitled Summary of Executive Compensation
Design of and Payouts Under the Fiscal Year 2013 Cash Incentive Plan.
|
|
(3)
|
For Ms. Ackermann,
represents for fiscal year 2013 discretionary, supplemental payments of
$4,000 per month for a twelve month period beginning effective July 1, 2012.
For Ms. Ackermann, also includes $7,800 each fiscal year as car allowance.
For Mr. Warren, represents the employer portion of premiums for COBRA coverage,
which we paid following Mr. Warrens termination of employment on March 29,
2013.
|
|
(4)
|
Mr. Warren resigned on
November 30, 2012 as our Chief Executive Officer and ceased being employed by
us as of March 29, 2013. Accordingly, salary amounts for fiscal year 2013
represent a partial year, but include amounts in all capacities.
|
25
Table of Contents
G
rants
of Plan-Based Awards in 2013
The
following table sets forth certain information concerning equity and non-equity
plan-based awards granted to the named executive officers during the fiscal
year ended June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise or
Base Price
of Option
Awards
($/Sh)
|
|
Grant Date
Fair Value
of Stock
and Option
Awards
($) (2)
|
|
Gregory J. Fluet
|
|
|
08/10/2012
|
|
|
|
|
$
|
60,000
|
|
$
|
82,000
|
|
|
|
|
|
|
|
|
|
|
Gregory J. Fluet
|
|
|
08/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
$
|
0.87
|
|
$
|
0.41
|
|
Brian J. Smrdel
|
|
|
08/10/2012
|
|
|
|
|
$
|
40,500
|
|
$
|
55,350
|
|
|
|
|
|
|
|
|
|
|
Lisa A. Ackermann
|
|
|
08/10/2012
|
|
|
|
|
$
|
79,800
|
|
$
|
109,200
|
|
|
|
|
|
|
|
|
|
|
Lisa A. Ackermann
|
|
|
08/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
$
|
0.87
|
|
$
|
0.41
|
|
Stryker Warren, Jr.
|
|
|
08/10/2012
|
|
|
|
|
$
|
108,800
|
|
$
|
149,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents bonuses that may
have been earned by the named executive officers under the 2013 Incentive
Plan. See the Summary Compensation Table columns entitled Non-Equity
Incentive Plan Compensation for amounts actually paid or Stock Awards for
stock issued to Mr. Fluet in lieu of a cash payment under the 2013 Incentive
Plan. For explanation of the 2013 Incentive Plan, refer to the description
under the heading of Summary of Executive Compensation entitled Design of
and Payouts Under the Fiscal Year 2013 Cash Incentive Plan.
|
|
|
|
(2)
|
Values expressed represent
aggregate grant date fair value of stock option awards computed in accordance
with FASB ASC Topic 718, Compensation Stock Compensation. The fair value of
each stock option award is estimated on the date of grant using the
Black-Scholes option valuation model using the assumptions discussed in Note
6, Stock Options and Restricted Stock Awards, in the notes to financial
statements included in our Annual Report on Form 10-K for the year ended June
30, 2013.
|
26
Table of Contents
O
utstanding Equity Awards At Fiscal Year-End Stock
Options
The
following table sets forth certain information concerning option awards
outstanding to the named executive officers at June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
Awards (1)
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date (2)
|
|
Gregory J. Fluet
|
|
|
75,000
|
|
|
|
|
|
1.85
|
|
|
07/14/2018
|
|
Gregory J. Fluet
|
|
|
47,916
|
|
|
2,084
|
|
|
1.30
|
|
|
08/06/2019
|
|
Gregory J. Fluet
|
|
|
38,957
|
|
|
16,043
|
|
|
0.91
|
|
|
08/27/2020
|
|
Gregory J. Fluet
|
|
|
22,916
|
|
|
27,084
|
|
|
0.88
|
|
|
08/23/2021
|
|
Gregory J. Fluet
|
|
|
|
|
|
30,000
|
|
|
0.87
|
|
|
08/10/2022
|
|
Brian J. Smrdel
|
|
|
50,103
|
|
|
14,897
|
|
|
1.40
|
|
|
05/10/2020
|
|
Brian J. Smrdel
|
|
|
9,166
|
|
|
10,834
|
|
|
0.88
|
|
|
08/23/2021
|
|
Lisa A. Ackermann
|
|
|
50,000
|
|
|
50,000
|
|
|
1.03
|
|
|
06/16/2021
|
|
Lisa A. Ackermann
|
|
|
|
|
|
25,000
|
|
|
0.87
|
|
|
08/10/2022
|
|
Stryker Warren, Jr. (3)
|
|
|
355,000
|
|
|
|
|
|
1.79
|
|
|
11/29/2014
|
|
Stryker Warren, Jr. (3)
|
|
|
39,585
|
|
|
|
|
|
1.30
|
|
|
11/29/2014
|
|
Stryker Warren, Jr. (3)
|
|
|
14,895
|
|
|
|
|
|
0.91
|
|
|
11/29/2014
|
|
|
|
|
(1)
|
Options
vest and become exercisable with respect to 25% of the shares underlying the
option on the first anniversary of the date of grant and thereafter vests
with respect to 1/36
th
of the shares underlying the option on the
monthly anniversary of the date of grant for each of the next 36 months.
|
|
|
|
(2)
|
Except
as noted, the expiration date of each option is the ten-year anniversary of
the date of grant of such option.
|
|
|
|
(3)
|
In
connection with the letter agreement dated November 30, 2012 between Mr.
Warren and Urologix, Mr. Warrens vested options as of March 29, 2013 will
continue to be exercisable until the earlier of November 29, 2014 or the
expiration date of such options.
|
O
utstanding Equity Awards At Fiscal Year-End
Restricted Stock Awards
The
following table sets forth certain information concerning stock awards
outstanding to the named executive officers at June 30, 2013.
|
|
|
|
|
|
|
|
|
|
Restricted Stock Awards
|
|
Name
|
|
|
Number of Shares or Units of Stock
that Have Not Vested (1)(#)
|
|
|
Market Value of Shares or Units of
Stock That Have Not Vested (2)($)
|
|
Lisa A. Ackermann
|
|
|
7,603
|
|
|
$1,445
|
|
|
|
|
(1)
|
For
Ms. Ackermann, restrictions lapse as to 75% of the original award of 45,632
restricted shares on the first anniversary of the date of grant, which was
June 16, 2011, and the remaining 25% ratably on each of the subsequent three
anniversaries of the grant date.
|
|
|
|
(2)
|
Value
is based on the fair market value of our common stock on July 1, 2013, the
closest business day to June 30, 2013, the last day of our fiscal year, which
was $0.19 per share.
|
27
Table of Contents
2
013 Option Exercises and Stock Vested
The
following table sets forth certain information concerning the exercise of stock
options by the named executive officers during fiscal year 2013:
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Name
|
|
Number of Shares
Acquired on Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Gregory J. Fluet
|
|
|
20,000
|
|
|
$(600)(1
|
)
|
|
|
|
(1)
|
Represents
the number of shares exercised multiplied by the difference between exercise
price of the options, $0.78 per share, and the fair market value of our
common stock on the date of exercise, which was $0.75 on February 1, 2013.
|
The following table sets
forth certain information concerning the vesting of restricted stock held by
the named executive officers during fiscal year 2013:
|
|
|
|
|
|
|
|
|
|
Restricted Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on Vesting (#)
|
|
Value Realized
on Vesting ($)(1)
|
|
Lisa A. Ackermann
|
|
|
3,805
|
|
$609
|
|
|
|
|
(1)
|
Represents the number of
shares vested multiplied by $0.16 per share, the fair market value of our
common stock on the vesting date of June 21, 2013.
|
E
mployment and Change In Control Arrangements
Agreements
and Arrangements with the Named Executive Officers
Letter
Agreement with Gregory J. Fluet
We
have entered into letter agreements dated July 14, 2008 with Gregory J. Fluet
regarding employment and change in control arrangements. The offer letter set out the initial
compensation of Mr. Fluet, which included annual base compensation of $150,000
for fiscal year 2009 and participation in the cash bonus program for executive
officers for our fiscal year 2009 with a bonus opportunity of 30% of his base
salary at the target level of achievement. Mr. Fluet also was reimbursed for a
maximum of $25,000 in costs and expenses associated with temporary housing and
relocation. However, the offer letter provided that Mr. Fluet was required to
reimburse us for these amounts if his employment with us ended prior to the
one-year anniversary of his start date. Mr. Fluet also participates in our
health, dental and life insurance benefit plans on the same basis as our other
employees.
Pursuant
to the offer letter, Mr. Fluet was granted an incentive stock option on July
14, 2008 to purchase 75,000 shares of our common stock. The option has an
exercise price of $1.85, which is equal to the fair market value of our common
stock as of the grant date. The option vests with respect to 25% of the shares
underlying the option on the first anniversary of the date of grant and,
thereafter, as to 1/36 of the shares underlying the option on the monthly
anniversary of the date of grant for each of the next 36 months.
28
Table of Contents
In
connection with his employment, Mr. Fluet entered into a letter agreement
relating to change in control benefits, which was amended on April 23, 2012.
Under this amended letter agreement, if a Change in Control occurs and Mr.
Fluets employment is terminated without Cause, or by Mr. Fluet for Good
Reason, within twelve months of a Change in Control, we will pay Mr. Fluet a
severance payment in cash in a single sum within sixty days of the date of
termination equal to 100% of the sum of his annual target compensation (base
salary and bonus) in effect on such date. In addition, we will continue
Mr. Fluets health, dental and life insurance benefits for a period of twelve
months, with Mr. Fluet obligated to pay the employees share of the premiums
for such benefits. Except with
respect to this letter agreement, Mr. Fluets employment with Urologix is at
will. Mr. Fluet also entered into our standard agreement with employees
governing assignment of inventions, confidential information and
non-competition.
Letter
Agreement with Brian J. Smrdel
On
April 29, 2010, we entered into an offer letter agreement with Brian J. Smrdel
in which he agreed to serve as our Chief Financial Officer beginning May 10,
2010. Under the terms of the offer letter, Mr. Smrdels initial annual
base compensation is $135,000. Mr. Smrdel was also eligible participate in our
cash incentive program for executive officers for fiscal year 2011, but was not
eligible for fiscal year 2010. The offer letter specified that Mr. Smrdel was
entitled to bonus of 30% of his base salary at the target level of achievement
of corporate goals established by the Compensation Committee with respect to
the 2011 fiscal year. Mr. Smrdel also participates in our health, dental and
life insurance benefit plans on the same basis as our other employees.
Pursuant
to the offer letter, Mr. Smrdel was granted an incentive stock option on May
10, 2010 to purchase 65,000 shares of our common stock under the 1991 Plan at
an exercise price of $1.40 per share, the fair market value of our common stock
as of the grant date. The option vests with respect to 25% of the shares
underlying the option on the first anniversary of the date of grant and,
thereafter, as to 1/36 of the shares underlying the option on the monthly
anniversary of the date of grant for each of the next 36 months.
In
connection with his employment, Mr. Smrdel entered into a form of letter
agreement relating to change of control benefits, which was amended on April
23, 2012. Under this amended letter agreement, if a Change in Control occurs
and Mr. Smrdels employment is terminated without Cause, or by
Mr. Smrdel for Good Reason, within twelve months of a Change in Control,
we will pay Mr. Smrdel a severance payment in cash in a single sum within
sixty days of the date of termination equal to 100% of the sum of his annual
target compensation (base salary and bonus) in effect on such date. In
addition, we will continue Mr. Smrdels health, dental and life insurance
benefits for a period of twelve months, with Mr. Smrdel obligated to pay the
employees share of the premiums for such benefits. Except with respect to this letter agreement,
Mr. Smrdels employment with us is at will. Mr. Smrdel also entered
into our standard agreement with employees governing assignment of inventions,
confidential information and non-competition.
Letter Agreement with Lisa A. Ackermann
On
June 3, 2011, we entered into an offer letter agreement with Lisa A. Ackermann
in which she agreed to serve as our Vice President, Sales and Marketing
beginning on June 16, 2011. The offer letter set out the initial compensation
of Ms. Ackermann, which included annual base compensation of $210,000 and participation
in the cash incentive program for executive officers for fiscal year 2012 on
terms determined by the Compensation Committee. Ms. Ackermann is provided with
office space in Cincinnati, Ohio and a car allowance of $650 per month. Ms.
Ackermann also participates in health, dental and life insurance benefit plans
on the same basis as our other employees.
29
Table of Contents
Pursuant
to the offer letter, Ms. Ackermann was granted an incentive stock option on
June 16, 2011 to purchase 100,000 shares of our common stock. The option has an
exercise price of $1.03, which is equal to the fair market value of our common
stock as of the grant date. The option vests with respect to 25% of the shares
underlying the option on the first anniversary of the date of grant and,
thereafter, as to 1/36 of the shares underlying the option on the monthly
anniversary of the date of grant for each of the next 36 months. On June 16,
2011, Ms. Ackermann was also granted 45,632 shares of restricted stock on June
16, 2011 with the restrictions and risk of forfeiture lapsing as to 75% of the
shares on the first anniversary of the grant date, and then as to the remaining
25%, ratably on each of the subsequent three anniversaries of the grant date.
On
April 23, 2012, Ms. Ackermann entered into our current letter agreement
relating to change in control benefits. Under this letter agreement, if a
Change in Control occurs and Ms. Ackermanns employment is terminated without
Cause, or by Ms. Ackermann for Good Reason, within twelve months of a Change in
Control, we will pay Ms. Ackermann a severance payment in cash in a single sum
within sixty days of the date of termination equal to 100% of the sum of her
annual target compensation (base salary and bonus) in effect on such date. In
addition, we will continue Ms.
Ackermanns health, dental and life insurance benefits for a period of
twelve months, with Ms. Ackermann obligated
to pay the employees share of the premiums for such benefits. Except with respect to this letter agreement,
Ms. Ackermanns employment with us is at will. Ms. Ackermann also
entered into our standard agreement with employees governing assignment of
inventions, confidential information and non-competition. Effective April 19,
2012, the Board of Directors promoted Ms. Ackermann to Executive Vice
President, Sales and Marketing upon the recommendation of the Compensation
Committee.
All
of the foregoing compensation determinations and arrangements were recommended
or approved by the Compensation Committee. In addition, all stock option grants
or restricted stock grants were made under the 1991 Plan and the 1991 Plan
contains provisions relating to a change in control (as defined under the 1991
Plan) that govern the awards made under the 1991 Plan, including those made to
the named executive officers.
Letter Agreement with Stryker Warren, Jr.
On
November 20, 2012, we entered into a letter agreement with Stryker Warren, Jr.
pursuant to which Mr. Warren resigned as our Chief Executive Officer and as a
director effective November 30, 2012. Under the letter agreement, Mr. Warren
continued as an employee of the company at his regular base salary until March
29, 2013, but will not be an executive officer of Urologix. On March 29,
2013, Mr. Warrens employment with us terminated. Following termination of his
employment, Mr. Warren agreed to provide consulting services upon our request
for which we agreed to pay Mr. Warren $1,000 per eight hour day, prorated for
any partial days of service. We did not request any such consulting services
during fiscal year 2013. Following termination of Mr. Warrens employment, we
agreed to pay the employer portion of his COBRA coverage until the earliest of
November 30, 2013, the first day Mr. Warren starts employment that provides
health insurance coverage, or until his COBRA eligibility expires. We also made
a lump sum payment to Mr. Warren of accrued unused time off as of November 30,
2012 with the first payroll following January 1, 2013. Further, under the letter
agreement, Mr. Warrens vested options as of March 29, 2013 will continue to be
exercisable until the earlier of November 30, 2014 or the expiration date of
such options. This November 30, 2012 letter agreement superseded the letter
agreement dated April 23, 2012 between Mr. Warren and us relating to employment
and change in control arrangements. On April 23, 2012, Mr. Warren also entered into our standard
agreement with employees governing assignment of inventions, confidential
information and non-competition and that agreement continued in effect
following the November 30, 2012 letter agreement.
30
Table of Contents
Certain
Definitions Relating to Change in Control
Each
of the letter agreements with Messrs. Fluet and Smrdel and Ms. Ackermann
described above incorporates the following definitions of cause change in
control, and good reason where you refers to the executive officer party
to the letter agreement.
|
|
|
|
Defined Term
|
|
Definition
|
|
Cause
|
|
1. The
failure by you to use your best efforts to perform the material duties and
responsibilities of your position or to comply with any material policy or
directive Urologix has in effect from time to time.
|
|
|
|
|
|
2. Any
act on your part which is harmful to the reputation or business of Urologix,
including, but not limited to, conduct which is inconsistent with federal or
state law respecting harassment of, or discrimination against, any Urologix
employee.
|
|
|
|
|
|
3. A
material breach of your fiduciary responsibilities to Urologix, such as
embezzlement or misappropriation of Urologix funds or properties.
|
|
|
|
|
|
4. Your
indictment for, conviction of, or guilty plea or
nolo contendere
plea to a felony or any crime involving
moral turpitude, fraud or misrepresentation.
|
|
|
|
Change
in Control
|
|
Change in Control of Urologix shall mean a change in
control which would be required to be reported in response to Item 1 of Form
8-K promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act), whether or not Urologix is then subject to such reporting
requirement, including without limitation, if:
|
|
|
|
|
|
(i) any
person (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly of securities of Urologix representing
20% or more of the combined voting power of Urologix then outstanding
securities;
|
|
|
|
|
|
(ii) there
ceases to be a majority of the Board of Directors comprised of (A) individuals
who, on the date of this Letter Agreement, constituted the Board of Directors
of Urologix; and (B) any new director who subsequently was elected or
nominated for election by a majority of the directors who held such office
prior to a Change in Control; or
|
|
|
|
|
|
(iii) Urologix
disposes of at least 75% of its assets, other than to an entity owned 50% or
greater by Urologix or any of its subsidiaries.
|
|
|
|
Good
Reason
|
|
Good Reason shall mean, without your express written
consent, any of the following:
|
|
|
|
|
|
(a) a
material diminution of your authority, duties or responsibilities with
respect to your position immediately prior to the Change in Control, or
|
|
|
|
|
|
(b) a
material reduction in your base compensation as in effect immediately prior
to the Change in Control;
|
|
|
|
|
|
(c) a
material reduction in the authority of the person to whom you report (or a
change in your reporting directly to the Board of Directors, if applicable);
|
|
|
|
|
|
(d) a
material change in the geographic location at which you must perform services
for Urologix; and
|
|
|
|
|
|
(e) any
other action or inaction that constitutes a material violation of this
Agreement by Urologix;
|
|
|
|
|
|
provided that no such termination for Good Reason
shall be effective unless: (i) you provide written notice to the Chair of the
Board of Directors of the existence of a condition specified in paragraphs
(a) through (e) above within 90 days of the initial existence of the
condition; (ii) Urologix does not remedy such condition within 30 days of the
date of such notice; and (iii) you terminate your employment within 90 days
following the last day of the remedial period described above.
|
31
Table of Contents
Additionally,
the 1991 Plan provides that upon a change of control, as defined in the
plan, each outstanding stock option and each award of restricted stock,
including those held by the named executive officers, will become exercisable
in full as to all of the shares covered thereby without regard to any installment
exercise or vesting provisions and all restrictions on the restricted stock
will lapse. For the purposes of the 1991 Plan, change of control means any of
the following:
|
|
|
|
|
any person (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) becomes a
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Urologix representing 50% or more of
the combined voting power of Urologix then outstanding securities and is
required to file a Schedule 13D under the Exchange Act; or
|
|
|
|
|
|
the Incumbent Directors
cease for any reason to constitute at least a majority of the Board of
Directors. The term Incumbent Directors shall mean those individuals who
are members of the Board of Directors on August 13, 1997 and any
individual who subsequently becomes a member of the Board of Directors whose
election or nomination for election by Urologix shareholders was approved by
a vote of at least a majority of the then Incumbent Directors; or
|
|
|
|
|
|
all or substantially all of the assets of Urologix
are sold, leased, exchanged or otherwise transferred and immediately
thereafter, there is no substantial continuity of ownership with respect to
Urologix and the entity to which such assets have been transferred.
|
For
awards granted under the 2012 Plan, if a change in control (as defined in the plan) occurs, and if the
agreements effectuating the change in control do not provide for the assumption
or substitution of all stock incentives granted under the 2012 Plan, with
respect to any stock incentive granted under the 2012 Plan that is not so
assumed or substituted, stock incentives shall immediately vest and be
exercisable and any restrictions thereon shall lapse. For the purposes of the 2012
Plan, change in control means a change in control which would be required to
be reported in response to Item 5.01 of Form 8-K promulgated under the Exchange
Act (or any successor item of Form 8-K), whether or not Urologix is then
subject to such reporting requirement, including without limitation, if:
|
|
|
|
|
any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly of securities of
Urologix representing 20% or more of the combined voting power of its then
outstanding securities (other than an entity owned 50% or greater by Urologix
or an employee pension plan for the benefit of Urologix employees);
|
|
|
|
|
|
there ceases to be a majority of the Board comprised
of (i) individuals who, on the date of adoption of the 2012 Plan, constituted
the Board; and (ii) any new director who subsequently was elected or
nominated for election by a majority of the directors who held such office
prior to a Change in Control; or
|
|
|
|
|
|
Urologix disposes of at least 75% of its assets,
other than (i) to an entity owned 50% or greater by Urologix or any of its
subsidiaries, or to an entity in which at least 50% of the voting equity
securities are owned by the Urologix shareholders immediately prior to the
disposition in substantially the same percentage or (ii) as a result of a
bankruptcy proceeding, dissolution or liquidation of Urologix.
|
Notwithstanding
the foregoing, unless the Compensation Committee determines at or prior to the
change in control, no stock incentive that is subject to any performance
criteria for which the performance period has not expired, shall accelerate at
the time of a change in control.
32
Table of Contents
E
quity Granting Process
Stock
awards to our executive officers and senior management are typically granted
annually in conjunction with the review of the individual performance of our
executive officers. This review takes place at a regularly scheduled meeting of
the Compensation
Committee typically held in August. These regular grants of stock
options are approved in advance by the Compensation
Committee. Stock options are also granted in connection with the hiring
of new employees, with the option grant effective as of the date of approval by
the Compensation Committee. The
new hire grants are either approved in advance for award on the first day of
employment or subsequent to the first day of employment. The Compensation Committees policy is to
grant all equity awards under shareholder approved equity compensation plans,
such as the 2012 Plan.
Under
the 2012 Plan, the Compensation Committee may delegate to our executive
officers the authority to grant stock incentives. In the 2013 fiscal year, the
Compensation Committee did not exercise this delegation authority.
Our
policy is that the exercise price of all stock options is set at the closing
price of our common stock as reported by The Nasdaq Stock Market as of the date
of grant, which is the date of the action by the Compensation Committee or Board of
Directors selecting an award recipient, determining the number of shares to be
awarded under the option, and establishing all other material terms of the
stock option.
33
Table of Contents
P
ROPOSAL 3:
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Provisions
of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the
Dodd-Frank Act) require public companies to hold advisory (non-binding) votes
on executive compensation. The advisory vote on executive compensation is
commonly known as say-on-pay. The Dodd-Frank Act say-on-pay requirements are
first applicable to Urologix with this 2013 Annual Meeting. Accordingly, the
Board of Directors is asking shareholders to cast an advisory vote on named
executive officer compensation as described in this proxy statement.
As
described in detail in the section entitled Executive Compensation
Explanation of Compensation, our executive compensation programs are designed
to attract, motivate, and retain our named executive officers. Under these
programs, our named executive officers are rewarded for the achievement of
specific annual goals that we believe are critical to our success and are
rewarded through equity only through the realization of increased shareholder
value. Shareholders are encouraged to read the Executive Compensation section
of this proxy statement for a more detailed discussion of our executive
compensation programs, including information about the fiscal year 2013
compensation of our named executive officers.
We
are asking our shareholders to indicate their support for our named executive
officer compensation as described in this proxy statement. This proposal,
commonly known as a say-on-pay proposal, gives our shareholders the
opportunity to express their views on our named executive officers
compensation. This vote is not intended to address any specific item of
compensation, but rather the overall compensation of our named executive
officers and the philosophy, policies and practices described in this proxy
statement.
Accordingly,
we ask our shareholder to vote FOR the following resolution at the Annual
Meeting:
|
|
|
RESOLVED,
that the shareholders of Urologix, Inc. approve, on an advisory basis, the
compensation of the named executive officers, as disclosed pursuant to the
rules of the Securities and Exchange Commission in Urologixs proxy statement
for the 2013 Annual Meeting of Shareholders.
|
V
ote Required for Proposal 3
Approval
of this Proposal 3 requires the affirmative vote of the holders of the majority
of the shares of common stock represented at this Annual Meeting and entitled
to vote on this Proposal 3. The advisory vote will not be binding on the
Compensation Committee or the Board of Directors. However, they will carefully
consider the outcome of the vote and take into consideration concerns raised by
shareholders when determining future compensation arrangements. Proxies will be
voted in favor of Proposal 3 unless otherwise indicated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION
34
Table of Contents
P
ROPOSAL 4:
ADVISORY VOTE ON FREQUENCY OF
FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES
The
Dodd-Frank Act requires that we offer our shareholders the opportunity to
indicate how frequently we should seek an advisory vote on the compensation of
our named executive officers, as disclosed pursuant to the rules of the
Securities Exchange Commission, such as Proposal 3 included on the prior page
of this proxy statement. By voting on this Proposal 4, shareholders may
indicate whether they would prefer an advisory vote on named executive officer
compensation every year, every two years, or every three years.
After
careful consideration, our Board of Directors has determined that an advisory
vote on executive compensation that occurs every year is the most appropriate
alternative for Urologix, and therefore our Board of Directors recommends that
you vote for 1 Year for every year as the frequency for future advisory votes
on executive compensation.
In
formulating its recommendation, our Board of Directors considered that an
annual advisory vote on executive compensation will allow our shareholders to
provide us with their timely input on our executive compensation philosophy,
policies and practices as disclosed in our proxy statement. Our Board of
Directors also believes that an annual vote is most appropriate because our
incentive compensation programs are tied to achievement of annual performance
goals, allowing shareholders to express their views on the same schedule as
named executive officer compensation is approved.
We
understand that our shareholders may have different views as to what is the
best approach for Urologix, and we look forward to hearing from our
shareholders on this Proposal.
Shareholders
may cast a vote on their preferred voting frequency by choosing the option of
every year, every two years, every three years or abstain from voting when they
vote in response to the resolution set forth below.
|
|
|
RESOLVED,
that the option of every year, every two years, or every three years that
receives the highest number of votes cast for this resolution will be
determined to be the preferred frequency with which Urologix, Inc. is to hold
a shareholder advisory vote to approve the compensation of the named
executive officers as disclosed pursuant to the rules of the Securities and
Exchange Commission.
|
V
ote Required for Proposal 4
The
option of every year, every two years or every three years that receives a
plurality of the votes cast at the Annual Meeting by shareholders voting on
Proposal 4 will be the frequency for the advisory vote on executive
compensation that has been selected by shareholders. The advisory vote will not
be binding on the Board of Directors. While the Board will carefully consider
the outcome of the vote, the Board may decide that it is in the best interests
of our shareholders and Urologix to hold an advisory vote on executive
compensation more or less frequently than the option approved by our
shareholders. Proxies will be voted in favor of 1 year unless otherwise
indicated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EVERY YEAR AS THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION
ADVISORY VOTES
35
Table of Contents
D
IRECTOR
COMPENSATION
Our
non-employee directors received the following cash amounts for Board and
committee service in fiscal year 2013: $1,500 per Board meeting held in person,
$750 per Board meeting held telephonically, and $750 per committee meeting. In
addition, each chair of a committee received an annual retainer of $5,000. For
fiscal year 2013, the non-executive Chairman, who was also the lead director,
received an annual retainer of $20,000 for service in these two roles. If the
lead director had not been the non-executive Chairman, the lead director would
have received an annual retainer of $5,000. Each director is also reimbursed
for expenses associated with attending Board of Directors and committee
meetings.
Mitchell
Dann was appointed as our lead director, in addition to his position as
Chairman of the Board, in August 2008 and served in those capacities also in
fiscal year 2013. During fiscal year 2013, Christopher R. Barys, Sidney W.
Emery, Jr., and Patrick D. Spangler each chaired one of the three committees of
our Board.
Each
of Messrs. Barys, Dann, Emery, and Spangler, the persons serving as
non-employee directors immediately following the 2012 Annual Meeting of
Shareholders received a non-qualified option to purchase 10,000 shares of our
common stock on November 16, 2012, the date of the 2012 Annual Meeting of
Shareholders under the terms of the Amended and Restated 1991 Stock Option Plan
(the 1991 Plan). Additionally, each of Messrs. Barys, Dann, Emery, and
Spangler received an award of restricted stock under the 1991 Plan, with the
number of shares of restricted stock equal to $17,500 divided by the closing
price of our common stock on the date of the 2012 Annual Meeting, rounded up to
the next whole share. The restricted stock award was granted on the date of the
2012 Annual Meeting and the restrictions on the restricted stock will lapse on
the first business day immediately prior to the date of the 2013 Annual Meeting
of Shareholders if the director is serving as a director as of such date.
At
the 2012 Annual Meeting, the shareholders approved the adoption of 2012 Plan,
which replaced the 1991 Plan for awards on or after the date of the 2012 Annual
Meeting (other than the awards to non-employee directors granted on the date of
the 2012 Annual Meeting as described above).
The
Compensation Committee recommended and the Board of Directors approved on
August 14, 2013 an award of restricted stock to each non-employee director
serving as a member of the Board immediately after this Annual Meeting, with
the number of shares of restricted stock equal to $22,500 divided by the
closing price of our common stock on the date of the Annual Meeting, rounded up
to the next whole share, subject to a maximum of 50,000 shares per non-employee
director. The restricted stock award will be granted under the 2012 Plan on the
date of the Annual Meeting. The restrictions on the restricted stock will lapse
on the first business day immediately prior to the date of the 2014 Annual
Meeting of Shareholders if the director is serving as a director as of such
date.
36
Table of Contents
The
following table shows, for fiscal year 2013, the cash and other compensation
earned by each of the directors serving in fiscal year 2013. Mr. Warren, who
served as our Chief Executive Officer and a director until November 30, 2012,
received no compensation for Board service. Likewise, Mr. Fluet, who currently
serves as our Chief Executive Officer and a director, receives no compensation
for Board service.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned in
Cash ($) (1)
|
|
Stock Awards
($) (2)
|
|
Option Awards
($) (3)
|
|
Total
($)
|
|
Christopher
R. Barys
|
|
$
|
17,000
|
|
$
|
17,500
|
|
$
|
3,800
|
|
$
|
38,300
|
|
Mitchell
Dann
|
|
|
29,000
|
|
|
17,500
|
|
|
3,800
|
|
|
50,300
|
|
Sidney W.
Emery, Jr.
|
|
|
18,500
|
|
|
17,500
|
|
|
3,800
|
|
|
39,800
|
|
Patrick D.
Spangler
|
|
|
17,000
|
|
|
17,500
|
|
|
3,800
|
|
|
38,300
|
|
|
|
(1)
|
Represents
cash retainer and meeting fees earned in fiscal year 2013 as described above.
|
|
|
(2)
|
Each
non-employee director was granted 26,516 shares of restricted stock on
November 16, 2012. Values expressed represent aggregate grant date fair value
of restricted stock awards computed in accordance with FASB ASC Topic 718,
Compensation Stock Compensation. The fair value of each stock award is
estimated on the date of grant using the grant date market value as discussed
in Note 6, Stock Options and Restricted Stock Awards, in the notes to
financial statements included in our Annual Report on Form 10-K for the year
ended June 30, 2013.
|
|
|
(3)
|
Values
expressed represent aggregate grant date fair value of stock option awards
computed in accordance with FASB ASC Topic 718, Compensation Stock
Compensation. The fair value of each stock option award is estimated on the
date of grant using the Black-Scholes option valuation model using the
assumptions discussed in Note 6, Stock Options and Restricted Stock Awards,
in the notes to financial statements included in our Annual Report on Form
10-K for the year ended June 30, 2013.
|
|
|
|
The
aggregate number of stock options outstanding at June 30, 2013 held by
directors was: Mr. Barys, 30,000 shares; Mr. Dann, 70,000 shares; Mr. Emery,
80,000 shares; Mr. Spangler, 30,000 shares; and Mr. Fluet, 260,000 shares.
|
37
Table of Contents
C
ERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Since
the beginning of fiscal year 2013, we have not entered into any transaction and
there are no currently proposed transactions, in which we were or are to be a
participant and the amount involved exceeds $120,000 and in which any related
person had or will have a direct or indirect material interest.
The
charter of our Audit Committee provides that the Audit Committee is responsible
for reviewing and approving the terms and conditions of all of transactions we
enter into in which an officer, director or 5% or greater shareholder or any
affiliate of these persons has a direct of indirect material interest. Our Code
of Ethics and Business Conduct, which is applicable to all of our employees and
directors, also prohibits our employees, including our executive officers, and
our directors from engaging in conflict of interest transactions. Requests for
waivers or requests for consents by our executive officers and directors under
our Code of Ethics and Business Conduct must be made to the Audit Committee.
We
have adopted a related person transaction approval policy describing policies
and procedures for the review, approval or ratification of any transaction
required to be reported in our filings with the Securities and Exchange
Commission. Our policy applies to any financial transaction, arrangement or
relationship or any series of similar transactions, arrangements or
relationships in which our company is a participant and in which a related
person has a direct or indirect interest. Through the policy, the Audit
Committee has also identified and pre-approved certain transactions with
related persons, including:
|
|
|
|
|
executive
officer or director compensation required to be reported in our proxy
statement,
|
|
|
payment of
ordinary expenses and business reimbursements;
|
|
|
transactions
with another company if the related partys only relationship is as a
non-executive employee, a director or a beneficial owner of less than 10% of
that other companys shares and if which the dollar amount does not exceed
the greater of $100,000 or 2% of the other companys total revenues;
|
|
|
charitable
contributions in which the dollar amount does not exceed the lesser of
$10,000 or 2% of the charitable organizations receipts;
|
|
|
payments
made under our articles of incorporation, bylaws, insurance policies or agreements
relating to indemnification;
|
|
|
transactions
in which our shareholders receive proportional benefits; and
|
|
|
transactions
that involve competitive bid, banking transactions and transactions where the
terms of which are regulated by law or governmental authority.
|
The Audit
Committee must approve any related person transaction subject to the policy
before commencement of the related party transaction. If pre-approval is not
feasible, the Audit Committee may ratify, amend or terminate the related person
transaction. The Audit Committee will analyze the following factors, in
addition to any other factors the Committee deems appropriate, in determining
whether to approve a related party transaction:
|
|
|
|
|
whether the
terms are fair to us;
|
|
|
whether the
terms of the related party transaction are no less favorable than terms
generally available to an unaffiliated third-party under the same or similar
circumstances;
|
|
|
whether the
related party transaction is material to us;
|
|
|
the role the
related party has played in arranging the transaction;
|
|
|
the
structure of the related party transaction;
|
|
|
the
interests of all related parties in the transaction;
|
|
|
the extent
of the related partys interest in the transaction; and
|
|
|
whether the
transaction would require a waiver of our Code of Ethics and Business
Conduct.
|
38
Table of Contents
The
Audit Committee may, in its sole discretion, approve or deny any related person
transaction. Approval of a related person transaction may be conditioned upon
our company and the related person taking such precautionary actions, as the
Audit Committees deems appropriate.
S
ECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own 10% or more of a registered class of
our equity securities, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our common
stock and our other equity securities. These insiders are required by
Securities and Exchange Commission regulations to furnish us with copies of all
Section 16(a) forms they file, including Forms 3, 4 and 5. To our knowledge,
our directors, officers and owners of 10% or more of our common stock timely
filed all required Section 16(a) reports during the fiscal year ended June 30,
2013.
P
ROPOSAL 5:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The
Audit Committee has selected Baker Tilly Virchow Krause LLP as our independent
registered public accounting firm to audit our financial statements for the
fiscal year ending June 30, 2014, and to perform other appropriate
audit-related services. While the Audit Committee retains the sole authority to
retain, compensate, oversee and terminate the independent registered public
accounting firm, the Audit Committee is submitting the selection of Baker Tilly
Virchow Krause LLP for ratification. In the event the appointment of Baker
Tilly Virchow Krause LLP is not ratified by the shareholders, the Audit
Committee will reconsider the selection.
V
ote Required
for Proposal 5
The
affirmative vote of the holders of a majority of the shares of common stock
represented at this Annual Meeting and entitled to vote on this Proposal 5 is
required to approve the ratification of the appointment of the independent
registered public accounting firm. Proxies will be voted in favor of this
proposal unless otherwise indicated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF
BAKER TILLY VIRCHOW KRAUSE LLP
39
Table of Contents
R
ELATIONSHIP
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On
February 28, 2013, the Company engaged Baker Tilly Virchow Krause LLP,
independent certified public accountants, to serve as our independent registered
public accounting firm for the remainder of our fiscal year ended June 30,
2013. Also on February 28, 2013, the Company dismissed KPMG LLP, independent
certified public accountants, as the Companys our independent registered
public accounting firm. Both the engagement of Baker Tilly Virchow Krause LLP
and dismissal of KPMG LLP were approved by the Audit Committee, which has sole
authority and responsibility with respect to the selection, engagement and
dismissal of the Companys independent registered public accounting firm.
During
the two most recent fiscal years and the subsequent interim period through
February 28, 2013, there have been no disagreements between us and KPMG LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of KPMG LLP would have caused it to make reference thereto
in its reports on the financial statements for such years. During the two most
recent fiscal years and the subsequent interim period through February 28,
2013, there have been no reportable events (as defined in Item 304(a)(1)(v)) of
Regulation S-K). Neither of the reports of KPMG LLP on the financial statements
for each of the fiscal years ended June 30, 2012 and 2011 contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except that its report on
the financial statements for the fiscal years ended June 30, 2012 and 2011,
which reports were dated September 21, 2012 and September 21, 2011,
respectively, contained an explanatory paragraph expressing substantial doubt
about our ability to continue as a going concern. During the fiscal years ended
June 30, 2012 and 2011 and the subsequent interim period through February 28,
2013, we did not consult with Baker Tilly Virchow Krause, LLP regarding any
matters described in Item 304(a)(2)(i) or (ii) of Regulation S-K.
The
Audit Committee has selected Baker Tilly Virchow Krause LLP to serve as our
independent registered public accounting firm for the year ending June 30,
2014.
Representatives
of Baker Tilly Virchow Krause LLP are expected to be present at the Annual
Meeting of Shareholders and will have the opportunity to make a statement if
they desire to do so. In addition, representatives will be available to respond
to appropriate questions.
A
ccountant Fees
and Services
The
following is an explanation of the fees billed to us by Baker Tilly Virchow
Krause LLP (BTVK) and KPMG LLP (KPMG) for professional services rendered
for the fiscal years ended June 30, 2013 and June 30, 2012. For the fiscal year
ended June 30, 2013, total fees billed to us were an aggregate of $148,500,
consisting of $60,000 by BTVK and $88,500 by KPMG. For the fiscal year ended
June 30, 2012, total fees billed to us by KPMG LLP were $345,000.
Audit
Fees.
The aggregate fees billed to us for professional
services related to the audit of our annual financial statements, review of
financial statements included in our quarterly reports on Forms 10-Q, or other
services normally provided by our auditor in connection with statutory and
regulatory filings or engagements for the fiscal year ended June 30, 2013 totaled
an aggregate of $111,000, consisting of $60,000 by BTVK and $51,000 by KPMG.
The aggregate fees for such professional services for the fiscal year ended
June 30, 2012, which were all performed by KPMG, were $175,000.
40
Table of Contents
Audit-Related
Fees.
There were no aggregate fees billed to us for
professional services for assurance and related services by our auditors that
were reasonably related to the performance of the audit or review of our
financial statements and were not reported above under Audit Fees for the
fiscal year ended June 30, 2013 by either BTVK or KPMG. The aggregate fees for
such professional services for the fiscal year ended June 30, 2012, which were
all performed by KPMG, were $145,000 relate to the audit of the Prostiva opening
balance sheet and the comfort letter and other services related to our
follow-on offering.
Tax
Fees.
The aggregate fees billed to us for professional
services related to tax compliance, tax advice, and tax planning fiscal year
ended June 30, 2013 totaled an aggregate of $37,500, all of which were provided
by KPMG. The aggregate fees for such professional services for the fiscal year
ended June 30, 2012, which were all performed by KPMG, were $25,000.
All
Other Fees.
During fiscal years ending June 30, 2013
and June 30, 2012, there were no fees billed to us for professional services or
products that are not disclosed above.
A
udit Committee
Pre-Approval Procedures
We
have adopted pre-approval policies and procedures for the Audit Committee that
require the Audit Committee to pre-approve all audit and all permitted
non-audit engagements and services (including the fees and terms thereof) by
the independent auditors, except that the Audit Committee may delegate the
authority to pre-approve any engagement or service less than $10,000 to the
Chair of the Audit Committee, but requires that the Chair report such
pre-approval at the next full Audit Committee meeting. The Audit Committee may
not delegate its pre-approval authority for any services rendered by our
independent auditors relating to internal controls. These pre-approval policies
and procedures prohibit delegation of the Audit Committees responsibilities to
our management. Under the policies and procedures, the Audit Committee may
pre-approve specifically described categories of services which are expected to
be conducted over the subsequent twelve months on its own volition, or upon
application by management or the independent auditor.
All
of the services described above for fiscal year 2013 were pre-approved by the
Audit Committee or a member of the committee before Baker Tilly Virchow Krause
LLP or KPMG LLP was engaged to render the services.
S
HAREHOLDER PROPOSALS AND SHAREHOLDER
NOMINEES FOR 2014
ANNUAL MEETING
The
proxy rules of the Securities and Exchange Commission permit shareholders of a
company, after timely notice to the company, to present proposals for
shareholder action in the companys proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for shareholder
action and are not properly omitted by company action in accordance with the
proxy rules. The Urologix, Inc. 2014 Annual Meeting of Shareholders is expected
to be held on or about November 13, 2014, and proxy materials in connection
with that meeting are expected to be mailed on or about October 2, 2014.
Shareholder proposals prepared in accordance with the proxy rules must be
received by us on or before June 4, 2014.
Pursuant
to our bylaws, in order for any other proposal to be properly brought before
the next annual meeting by a shareholder, including a nominee for director to
be considered at the next annual meeting, the shareholder must give written
notice of such shareholders intent to bring a matter before the annual
meeting, or nominate the director, in a timely manner.
41
Table of Contents
To
be timely under our bylaws, the notice must be given by such shareholder to the
Secretary of Urologix not less than 60 days nor more than 90 days prior to a
meeting date corresponding to the previous years annual meeting. Each such
notice must set forth certain information with respect to the shareholder who
intends to bring such matter before the meeting and the business desired to be
conducted, as set forth in greater detail above under Corporate Governance
Director Nominations and in our bylaws. Shareholders are advised to review our
bylaws carefully regarding the requirements for proposals and director
nominations. Notwithstanding the foregoing, the advance notice provisions of
our bylaws do not apply to shareholder proposals made pursuant to, and in
accordance with, Rule 14a-8 as may be in effect from time to time.
In
addition, if we receive notice of a shareholder proposal less than 45 days
before the date on which we first mailed our materials for the prior years
annual meeting, such proposal also will be considered untimely pursuant to
Rules 14a-4 and 14a-5(e) and the persons named in proxies solicited by the
Board of Directors for this 2012 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to such proposal.
A
NNUAL REPORT
An
Annual Report of Urologix, Inc. setting forth our activities and containing our
financial statements for the fiscal year ended June 30, 2013 accompanies this
notice of annual meeting and proxy statement.
Shareholders
may receive, without charge, a copy of our Annual Report on Form 10-K for the
fiscal year ended June 30, 2013, including financial statements schedules and
amendments thereto, as filed with the Securities and Exchange Commission, by
writing to: Urologix, Inc., 14405 21st Avenue North, Minneapolis, Minnesota
55447, Attention: Secretary, or by calling us at (763) 475-1400.
O
THER BUSINESS
The
Board of Directors does not intend to bring other matters before the meeting
except items incident to the conduct of the meeting, and the Company has not
received timely notice from any shareholder of an intent to present any other
proposal at the meeting. On any matter properly brought before the meeting by
the Board or by others, the persons named as proxies in the accompanying proxy,
or their substitutes, will vote in accordance with their best judgment.
42
Table of Contents
Appendix A
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
UROLOGIX, INC.
The
undersigned, an officer of Urologix, Inc., a Minnesota corporation, in order to
amend the Articles of Incorporation of Urologix, Inc. hereby states as follows:
The
following amendment to Article III of the Articles of Incorporation of
Urologix, Inc. was adopted by an action in accordance with Minnesota Statutes,
Chapter 302A and to effect said amendment, Article III of the Corporations Articles of
Incorporation be deleted in its entirety and be replaced with the following:
ARTICLE III -
CAPITAL STOCK
___________________
|
|
|
|
The aggregate number of shares the corporation has
authority to issue shall be 35,000,000 shares, $.01 par value per share,
which shall consist of 30,000,000 common shares and 5,000,000 undesignated
shares. The Board of Directors of the corporation is authorized to establish
from the undesignated shares, by resolution adopted and filed in the manner
provided by law, one or more classes or series of shares, to designate each
class or series (which may include but is not limited to designation as
additional common shares), and to fix the relative powers, qualifications,
restrictions, rights and preferences of each such class or series, including,
without limitation, the right to create voting, dividend and liquidation
rights and preferences greater than those of common stock.
|
|
IN WITNESS WHEREOF, I have hereunto set my hand this
____ day of November, 2013.
|
|
|
|
Urologix, Inc.
|
|
|
|
By
|
|
|
|
Gregory J. Fluet
|
|
|
Chief Executive Officer
|
Table of Contents
|
|
|
Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945
|
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL
ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
Please detach here
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors Recommends a Vote FOR Items 1, 2, 3
and 5 and 1 Year for Item 4.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Election of directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
01 Christopher R. Barys election for a
three year term
|
o
|
Vote FOR all nominees
|
o
|
Vote WITHHELD
|
|
|
|
02 Gregory J. Fluet election for a two
year term
|
|
(except as marked)
|
|
from all nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Instructions: To withhold
authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Approval of an increase in authorized
common stock.
|
|
|
|
o
|
For
|
o
|
Against
|
o
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
Advisory vote to approve named executive
officer compensation.
|
|
|
|
o
|
For
|
o
|
Against
|
o
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
Advisory vote on frequency of future
executive compensation advisory votes.
|
|
o
|
1
Year
|
o
|
2
Years
|
o
|
3
Years
|
o
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
Ratification of the appointment of Baker
Tilly Virchow Krause LLP as the independent registered public accounting firm
for Urologix, Inc. for the fiscal year ending June 30, 2014.
|
o
|
For
|
o
|
Against
|
o
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR THE NOMINEES, FOR 1 YEAR AND FOR EACH OTHER PROPOSAL. THE PROXIES ARE
AUTHORIZED TO VOTE IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.
|
|
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address Change? Mark box, sign, and
indicate changes below:
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint
tenancy, all persons must sign. Trustees, administrators, etc., should
include title and authority. Corporations should provide full name of
corporation and title of authorized officer signing the Proxy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table of Contents
UROLOGIX, INC.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, November 7, 2013
4:00 p.m.
Sheraton Minneapolis West
12201 Ridgedale Drive
Minnetonka, MN 55305
|
|
|
|
Urologix, Inc.
14405 Twenty-First Avenue North
Minneapolis, Minnesota 55447
|
proxy
|
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Gregory J. Fluet and Brian J. Smrdel, or any of
them, with power of substitution to each, as proxies, and hereby authorizes
them to represent the undersigned at the Annual Meeting of Shareholders of
Urologix, Inc. to be held at the Sheraton Minneapolis West, 12201 Ridgedale
Drive, Minnetonka, Minnesota, 55305 on Thursday, November 7, 2013 at 4:00 p.m.
local time, and at any adjournment(s) or postponement(s) thereof, and to vote,
as designated below, all shares of Common Stock of Urologix, Inc. held of
record by the undersigned on September 19, 2013 and which the undersigned would
be entitled to vote at such Annual Meeting, hereby revoking all former proxies.
See reverse for voting instructions.
Grafico Azioni Urologix (CE) (USOTC:ULGX)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Urologix (CE) (USOTC:ULGX)
Storico
Da Giu 2023 a Giu 2024