DEF 14A: PROCEPT BioRobotics Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals
Proxy Statement
PROCEPT BioRobotics Corporation will hold its 2024 annual meeting of stockholders virtually on June 4, 2024, to elect directors, ratify the selection of its accounting firm, and approve executive compensation.
Summary
- PROCEPT BioRobotics Corporation will host its annual stockholders meeting virtually on June 4, 2024, at 1:00 p.m. Eastern Time.
- Stockholders of record as of April 5, 2024, are eligible to vote.
- The meeting will address the election of three Class III directors (Amy Dodrill, Taylor Harris, and Reza Zadno, Ph.D.) to serve until the 2027 annual meeting.
- PricewaterhouseCoopers LLP's selection as the independent registered public accounting firm for the fiscal year ending December 31, 2024, will be ratified.
- A non-binding advisory vote will be held to approve the compensation of the company's named executive officers.
- The board recommends voting 'For' all director nominees, the ratification of PwC, and the approval of executive compensation.
- The company's Board of Directors is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III.
- Mr. Colby Wood resigned from our Board effective April 18, 2024.
- Mr. Larry Wood was appointed to our Board effective April 18, 2024.
Sentiment
Score: 7
Explanation: The document is primarily factual and procedural, outlining the agenda for the annual meeting and providing necessary information for stockholders. The tone is professional and forward-looking, with a positive outlook on the company's future.
Positives
- The company is embracing technology to provide expanded access, improved communication, and cost savings for stockholders through a virtual meeting format.
- The company is reducing the environmental impact of paper proxies.
- The company achieved an 82% increase in revenue for the full year of 2023, reaching $136.2 million.
- The company increased its install base of US AquaBeam robotic systems by 89% in 2023.
- The company secured signed commercial contracts with numerous IDNs, which will allow us to operate in an expedited and more predictable manner.
- The company attained noteworthy increases in private payor coverage for Aquablation patients, with an estimated 95% of the US population having access to Aquablation therapy.
Future Outlook
The company is committed to sharing information related to its corporate responsibility and ESG related programs, priorities, goals, and performance and has published a report on these topics available on its website.
Industry Context
The document does not explicitly discuss the broader industry context, but it does mention that the company operates in the medical device industry, specifically focusing on urologic surgery and benign prostatic hyperplasia (BPH) treatment.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board Member | Colby Wood | Larry Wood | April 18, 2024 | Resignation and Appointment |
Related Party Transactions
- The company is party to an amended and restated investor rights agreement with certain holders of its common stock, entities affiliated with certain of its executive officers and directors, as well as certain of its executive officers and directors.
- The company has entered into indemnification agreements with each of its executive officers and directors.
Stakeholder Impact
- Shareholders are invited to participate in the annual meeting and vote on key proposals.
- The company's performance and executive compensation decisions impact shareholder value.
- The company's commitment to ESG matters affects its reputation and relationships with stakeholders.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- Stockholders can attend the virtual Annual Meeting on June 4, 2024.
- The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future decisions.
Key Dates
| Date | Description |
|---|---|
| April 5, 2024 | Record date for the Annual Meeting |
| April 18, 2024 | Mr. Colby Wood resigned from our Board effective April 18, 2024. |
| April 18, 2024 | Mr. Larry Wood was appointed to our Board effective April 18, 2024. |
| April 22, 2024 | Date of Notice of Annual Meeting |
| May 30, 2024 | Deadline for beneficial holders to register with Computershare to attend the Annual Meeting |
| June 4, 2024 | Date of the Annual Meeting |
| December 23, 2024 | Deadline for stockholder proposals for inclusion in the 2025 Proxy Statement |
| February 4, 2025 | Earliest date for other proposals and stockholder nominations for the 2025 annual meeting |
| March 6, 2025 | Latest date for other proposals and stockholder nominations for the 2025 annual meeting |
| April 5, 2025 | Deadline for stockholders to provide notice of intent to solicit proxies in support of director nominees for the 2025 annual meeting |
Keywords
annual meeting, proxy statement, directors, executive compensation, PricewaterhouseCoopers, stockholders, PROCEPT BioRobotics, corporate governance
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