SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
December 15, 2020
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
2 Tower Place, Suite 2000, South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ||☐||Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.001 per share||FLDM||Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On December 15, 2020, Ana K. Stankovic, MD, PhD, MSPH, was appointed a Class II director by the Board of Directors of Fluidigm Corporation. Dr. Stankovic fills the vacancy created by an increase in the size of the Board from six to seven. Dr. Stankovic’s term of office will expire at the Company’s 2021 annual meeting of stockholders.
As a non-employee director, Dr. Stankovic will participate in our compensation program applicable to all non-employee directors, which is summarized below. Under our cash compensation policy, each non-employee director receives a base annual retainer of $40,000 and the Board chair receives an additional base annual retainer of $50,000. Committee members receive additional annual cash compensation for service on Board committees as follows: Audit Committee, $10,000; Compensation Committee, $7,000; and Nominating And Corporate Governance Committee, $5,000. Committee chairs receive additional compensation for service as the chair of Board committees as follows: Audit Committee chair, $10,000; Compensation Committee chair, $8,000; and Nominating and Corporate Governance Committee chair, $5,000.
In accordance with our outside director equity compensation policy and our 2011 Equity Incentive Plan, on December 15, 2020, Dr. Stankovic was granted (i) an option to purchase shares of our common stock and (ii) a restricted stock unit award, each having a grant date value of $55,000 and rounded to the nearest whole share. These initial equity awards vest in four equal yearly installments beginning on the first anniversary of the grant date, provided Dr. Stankovic continues to serve as a director through each such date. Beginning with our annual meeting of stockholders in 2021, Dr. Stankovic will be eligible for equity award grants on the same terms as other continuing members of the Board.
Dr. Stankovic has entered into the Company’s standard form of indemnification agreement pursuant to which the Company will indemnify her for certain actions taken in her capacity as director. A copy of the Company’s form of indemnification agreement was filed with the Securities and Exchange Commission on January 28, 2011 as Exhibit 10.1 to Amendment No. 3 to Registration Statement on Form S-1 and is incorporated herein in its entirety by reference.
On December 15, 2020, we issued a press release announcing Dr. Stankovic’s appointment as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
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.
| ||FLUIDIGM CORPORATION|
| || |
Date: December 15, 2020
/s/ Nicholas Khadder
| || |
Senior Vice President, General Counsel, and Secretary
Dr. Ana K. Stankovic, MD, PhD, Appointed to Fluidigm Board of Directors
SOUTH SAN FRANCISCO, Calif., Dec. 15, 2020 (GLOBE NEWSWIRE) – Fluidigm Corporation (Nasdaq:FLDM), an innovative biotechnology tools provider with a vision to improve life through comprehensive health insight, today announced the appointment of Dr. Ana K. Stankovic, MD, PhD, MSPH, to the company’s Board of Directors. Dr. Stankovic is a seasoned leader with more than 30 years of research and development experience in academic, government, in vitro diagnostic and device industry settings.
Dr. Stankovic is currently managing partner at Koliada Consulting, LLC, a firm focused on biotech, medical devices and in vitro diagnostics. Previously, she was Senior Vice President, World Wide Regional Medical Affairs and Global Health, for Becton, Dickinson and Company (BD). Dr. Stankovic served in senior roles at BD for more than a decade, leading medical affairs and clinical operations for various BD business units.
Prior to her career at BD, she was Associate Clinical Professor, Department of Pathology, Microbiology and Immunology, at Vanderbilt University School of Medicine. She also served for two years as a Guest Lecturer in the Department of Pathology at Harvard Medical School. Dr. Stankovic is a former Chief Resident in the Department of Pathology at the University of Alabama at Birmingham. She is a board‑certified clinical pathologist with subspecialty training in blood bank/transfusion medicine and hematopathology.
“I am honored to join the Fluidigm team at this exciting time when the company’s leadership in infectious disease testing and immune profiling has enabled it to play a major role in addressing the COVID-19 pandemic,” said Dr. Stankovic. “Fluidigm is positioned to make meaningful contributions to life science research for the long term, and I am delighted for the opportunity to be a part of that journey.”
Dr. Stankovic possesses significant public health experience. She is a former official of the Centers for Disease Control and Prevention, having served as Medical Officer, Public Health Practice Program Office, Division of Laboratory Systems. Her career also includes medical oversight and compliance posts at Quest Diagnostics, Immucor, Inc., and the American Red Cross.
“Dr. Stankovic’s medical and public health expertise, coupled with remarkably broad experience across clinical and scientific institutions, makes her ideally suited to help us chart Fluidigm’s course in 2021 and beyond,” said Chris Linthwaite, President and CEO. “Her counsel will be particularly valuable as we execute further our diagnostics roadmap, expand the role of our technology in cutting‑edge immunology research and clinical trials, and engage more directly with government and public health agencies.
“Dr. Stankovic is a critical and welcome addition to our board at this historic time for Fluidigm.”
Dr. Stankovic earned her MD at The University of Belgrade, where she also obtained a PhD in Immunology. She holds a Master of Science in Public Health, Health Policy and Outcomes Research from the University of Alabama at Birmingham.
Fluidigm (Nasdaq:FLDM) focuses on the most pressing needs in translational and clinical research, including cancer, immunology, and immunotherapy. Using proprietary CyTOF® and microfluidics technologies, we develop, manufacture, and market multi-omic solutions to drive meaningful insights in health and disease, identify biomarkers to inform decisions, and accelerate the development of more effective therapies. Our customers are leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide. Together with them, we strive to increase the quality of life for all. For more information, visit fluidigm.com.
Fluidigm, the Fluidigm logo, and CyTOF are trademarks and/or registered trademarks of Fluidigm Corporation in the United States and/or other countries. All other trademarks are the sole property of their respective owners.
Available Information We use our website (fluidigm.com), investor site (investors.fluidigm.com), corporate Twitter account (@fluidigm), Facebook page (facebook.com/Fluidigm), and LinkedIn page (linkedin.com/company/fluidigm-corporation) as channels of distribution of information about our products, our planned financial and other announcements, our attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and we may use these channels to comply with our disclosure obligations under Regulation FD. Therefore, investors should monitor our website and our social media accounts in addition to following our press releases, SEC filings, public conference calls, and webcasts.
Senior Director, Corporate Communications
650 243 6621
Vice President, Investor Relations
650 416 7423