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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 22,
2018
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37752
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26-2940963
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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10005 Muirlands Boulevard, Suite G, Irvine, California,
92618
(Address
of principal executive offices, including zip code)
(949) 419-0288
(Registrant's telephone number, including area
code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[
]Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
]Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
]Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the
registrant is an emerging growth company as defined in
Rule 405 of the Securities
Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of
this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) The
Board of Directors of ChromaDex Corporation (the
“Company”) previously approved an amendment to the
ChromaDex Corporation 2017 Equity Incentive Plan, as amended (the
“Amended 2017 Plan”), subject to approval by the
stockholders of the Company. On June 22, 2018, the stockholders of
the Company approved the Amended 2017 Plan.
A
detailed summary of the material terms and conditions of the
Amended 2017 Plan is set forth under the heading “Proposal 2:
Approval of an Amendment to the 2017 Equity Incentive Plan”
in the Company’s definitive proxy
statement for the Company’s 2018 Annual Meeting of
Stockholders filed with the Securities and Exchange
Commission on April 27, 2018 (the “Proxy Statement”),
which is incorporated herein by reference. The foregoing
description of the Amended 2017 Plan and the summary of the Amended
2017 Plan included in the Proxy
Statement are not complete and are qualified in their
entirety by reference to the full text of the Amended 2017 Plan,
which is filed herewith
as Exhibit 99.1.
On June
22, 2018 (the “Effective Date”), the Company and Robert
Fried, the Company’s Chief Executive Officer, entered into an
Amended and Restated Executive Employment Agreement (the
“Employment Agreement”). The Employment Agreement
amends the Executive Employment Agreement by and between the
Company and Mr. Fried, dated March 12, 2017, as amended on December
20, 2017 (the “Original Agreement”). Pursuant to the
Employment Agreement, Mr. Fried is entitled to: (i) an annual base
salary of $450,000 as of the Effective Date; (ii) starting in
fiscal year 2019, an increased annual base salary of $500,000;
(iii) an annual cash bonus for fiscal year 2018 as provided for in
Section 2.2 of the Original Agreement; (iv) starting in fiscal year
2019, an annual cash bonus based on the achievement of individual
and corporate performance targets and metrics to be determined by
the Board of Directors of the Company or the Compensation Committee
thereof after reasonable consultation with Mr. Fried (the
“Performance Bonus”), with such Performance Bonus set
at (a) a target of 60% of base salary (based on a performance
achievement of 100%), (b) a threshold Performance Bonus of 30% of
base salary (based on a performance achievement of 75%) and (c) a
maximum Performance Bonus of 90% (based on a performance
achievement of 150%); (v) an option to purchase up to 744,097
shares of Company common stock under the Amended 2017 Plan (the
“Option”), with one-third of the shares subject to the
Option vesting on June 22, 2019 and the remaining shares vesting in
a series of 24 equal monthly installments thereafter, subject to
Mr. Fried’s continuous service on each such vesting date,
such that the Option shall be fully vested on June 22, 2021; (vi)
up to 333,333 shares of fully-vested restricted Company common
stock that will be granted upon the achievement of certain
performance goals as provided for in Section 2.3.4 of the Original
Agreement and (vii) starting in fiscal year 2019, annual equity
grants in amounts commensurate with Mr. Fried’s position with
the Company, in the discretion of the Company’s Board of
Directors. Any unvested shares subject to the Option will vest in
full upon termination by the Company of Mr. Fried’s
employment without cause (and other than as a result of Mr.
Fried’s death or disability) or Mr. Fried’s resignation
for good reason. If Mr. Fried’s employment is terminated by
the Company without cause (and other than as a result of Mr.
Fried’s death or disability) or Mr. Fried resigns for good
reason, then subject to executing a release, Mr. Fried will receive
(i) continuation of his base salary for 18 months, (ii) COBRA
premiums for 12 months, (iii) accelerated vesting of any unvested
time-based vesting equity awards that would have otherwise become
vested had Mr. Fried performed continuous service through the one
year anniversary of such termination date (provided that vesting
for the Option shall accelerate as described above), (iv) an
extended exercise period for his options and stock appreciation
rights and (v) a prorated Performance Bonus. In the case of Mr.
Fried’s death or disability, Mr. Fried will be eligible to
receive a prorated Performance Bonus.
The
foregoing summary of the Employment Agreement does not purport to
be complete and is qualified in its entirety by reference to the
complete Employment Agreement, a copy of which is attached hereto
as Exhibit 10.1, and is incorporated herein by
reference.
On June
22, 2018, the Compensation Committee of the Board of Directors of
the Company approved a grant of 166,667 shares of fully-vested
restricted Company common stock to Mr. Fried pursuant to Section
2.3.4 of the Original Agreement.
Also on
June 22, 2018, ChromaDex, Inc. and Frank L. Jaksch, Jr. entered
into an amendment (the “Jaksch Amendment”) to the
Amended and Restated Employment Agreement, dated April 19, 2010, by
and between ChromaDex, Inc. and Mr. Jaksch. The Jaksch Amendment
provides that Mr. Jaksch shall serve as Executive Chairman and
shall perform such duties as are customarily associated with the
position of Executive Chairman. The foregoing summary of the Jaksch
Amendment does not purport to be complete and is qualified in its
entirety by reference to the complete Jaksch Amendment, a copy of
which is attached hereto as Exhibit 10.2, and is incorporated
herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Set
forth below are the results of the matters submitted for a vote of
stockholders at the Company’s 2018 Annual Meeting of
Stockholders held on June 22, 2018.
Proposal 1 — Election of directors.
The
following directors were elected to serve until the Company’s
2019 Annual Meeting of Stockholders and until his or her successor is elected, or, if
sooner, until such director’s death, resignation or
removal.
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Director Elected
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Frank L. Jaksch
Jr.
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28,756,954
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299,096
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93,281
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18,504,885
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Stephen
Block
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28,713,438
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342,612
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93,281
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18,504,885
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Jeff
Baxter
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28,989,491
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66,559
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93,281
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18,504,885
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Robert
Fried
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28,729,273
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326,477
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93,281
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18,505,185
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Kurt
Gustafson
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29,024,836
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31,214
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93,281
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18,504,885
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Steven
Rubin
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28,547,193
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508,847
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93,281
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18,504,895
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Wendy
Yu
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29,052,649
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2,067
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93,281
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18,506,219
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Tony
Lau
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29,045,022
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9,694
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93,281
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18,506,219
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Proposal 2 — Approval of an amendment to the ChromaDex
Corporation 2017 Equity Incentive Plan, as amended.
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For
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Against
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Abstain
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Broker Non-Votes
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25,264,898
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3,322,391
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562,042
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18,504,885
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Proposal 3 — Ratification of the appointment of Marcum LLP as
the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2018.
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For
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Against
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Abstain
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Broker Non-Votes
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47,102,267
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205,070
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346,879
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0
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Proposal 4 — Approval, on an advisory basis, of the
compensation of the Company's named executive
officers.
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For
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Against
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Abstain
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Broker Non-Votes
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26,844,299
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2,171,129
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133,903
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18,504,885
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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Amended and
Restated Executive Employment Agreement, dated June 22, 2018, by
and between Robert Fried and ChromaDex Corporation.
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Amendment, dated
June 22, 2018, to the Amended and Restated Employment Agreement, by
and between Frank L. Jaksch Jr. and ChromaDex, Inc.
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ChromaDex
Corporation 2017 Equity Incentive Plan, as amended.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CHROMADEX CORPORATION
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Dated: June 28,
2018
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By:
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/s/
Kevin M. Farr
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Name: Kevin M.
Farr
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Chief Financial
Officer
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