oxfd20170413_def14a.htm Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 


 

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ 

Check the appropriate box:

Preliminary Proxy Statement

   

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   

Definitive Proxy Statement

   

Definitive Additional Materials

   

Soliciting Material Pursuant to § 240.14a-12

 

Oxford Immunotec Global PLC

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

   

No fee required.

   

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     
 

1)

Title of each class of securities to which transaction applies: 

 

2)

Aggregate number of securities to which transaction applies: 

 

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 

 

4)

Proposed maximum aggregate value of transaction: 

 

5)

Total fee paid: 

   

Fee paid previously with preliminary materials.

   

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

 

 

1)

Amount Previously Paid: 

 

2)

Form, Schedule or Registration Statement No.: 

 

3)

Filing Party: 

 

4)

Date Filed: 

 


 

Oxford Immunotec Global PLC

94C Innovation Drive, Milton Park

Abingdon, Oxfordshire OX14 4RZ, U.K.

Registered Company No. 08654254

 

 

April 25, 2017

 

Dear Oxford Immunotec Global PLC Shareholder:

 

 

On behalf of the Board of Directors of Oxford Immunotec Global PLC, you are cordially invited to attend our 2017 annual general meeting of shareholders (the “Meeting”) on Tuesday, June 6, 2017, at 11:00 a.m., London time (6:00 a.m., New York time), at Milton Park Innovation Centre, Thames Room, 99 Park Drive, Milton Park, Abingdon, OX14 4RY.

 

The resolutions on which you can vote, our reasons for proposing the resolutions and details of the arrangements we have made for the Meeting are set out on the following pages. Additionally, at the Meeting, our Board of Directors will present our U.K. statutory annual accounts and reports for the period January 1, 2016 through December 31, 2016. You will have the opportunity to review the accounts and reports and raise questions in relation to them. Other than the resolutions and the presentment of the U.K. statutory annual accounts and reports, we are not aware of any other business to be conducted at the Meeting.

 

It is important that your shares be represented and voted at the Meeting. If you are a shareholder of record, please vote as soon as possible by completing and mailing the enclosed proxy card. If you decide to attend the Meeting, you will be able to vote in person even if you have previously submitted your proxy. If you hold shares through a bank or broker, or indirectly in a savings plan, please refer to “Questions and Answers About Voting” in the attached proxy statement for further information about voting your shares.

 

Thank you for your continued support of Oxford Immunotec Global PLC. We appreciate your ongoing interest in our business, and we hope you will be able to attend the Meeting.

 

Sincerely,

 

/s/ Richard A. Sandberg

Richard A. Sandberg

Chairman of the Board of Directors

 

 

Oxford Immunotec Global PLC

94C Innovation Drive, Milton Park

Abingdon, Oxfordshire OX14 4RZ, U.K.

Registered Company No. 08654254

 

Notice of 2017 Annual General Meeting of Shareholders to be held June 6, 2017

 

Oxford Immunotec Global PLC, a public limited company incorporated under the laws of England and Wales (the “Company,” “we,” “us” and “our”), will hold its 2017 annual general meeting of shareholders (the “Meeting”) on June 6, 2017, at 11:00 a.m., London time (6:00 a.m., New York time), at Milton Park Innovation Centre, Thames Room, 99 Park Drive, Milton Park, Abingdon, OX14 4RY. The items of business are to consider and vote on the following:

 

Ordinary resolutions 

 

1.     To elect Patrick J. Balthrop, Sr. as a class I director for a term to expire at the 2020 annual general meeting of shareholders;          

 

2.     To elect Patricia Randall as a class I director for a term to expire at the 2020 annual general meeting of shareholders;

 

3.     To elect Herm Rosenman as a class I director for a term to expire at the 2020 annual general meeting of shareholders;

 

4.     To ratify the Audit Committee’s appointment of Ernst & Young LLP as our U.K. statutory auditor and U.S. independent registered public accounting firm for the fiscal year ending December 31, 2017;

 

5.     To re-appoint Ernst & Young LLP as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. statutory accounts and reports are presented;

 

6.     To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the fiscal year ending December 31, 2017;

 

7.     To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2016;

 

8.     To receive and approve our U.K. statutory annual directors’ remuneration report for the year ended December 31, 2016, which is set forth as Annex A to this proxy statement;

 

9.     To approve our Directors’ Remuneration Policy, which, if approved, will take effect upon the conclusion of the Meeting, the full text of which is set forth as Part II of Annex A to this proxy statement; and

 

10.   To approve the amendment of the 2013 Share Incentive Plan, the full text of which is set forth in Annex B to this proxy statement.

 

 
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We are not aware of any other business to come before the Meeting. Please refer to the attached proxy statement for detailed information on each of the proposals.

 

Proposals 1 through 10 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each such proposal will be approved if the number of votes cast in favor exceed the number of votes cast against such proposal. The result of the shareholder vote on the ordinary resolutions in proposals 7 and 8 regarding receipt of our U.K. statutory annual accounts and reports for the year ended December 31, 2016 and approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2016 will not require our Board of Directors or any committee thereof to take any action. Our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 7 and 8.

 

Only shareholders of record of our ordinary shares as of the close of business in New York City on April 13, 2017 are entitled to notice of and to vote at the Meeting and at any adjournment or postponement of the Meeting. A list of the shareholders entitled to vote at the Meeting is available at the Company’s registered office. In accordance with the provisions in the U.K. Companies Act 2006 and our Articles of Association, a shareholder of record is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the Meeting and to appoint more than one proxy in relation to the Meeting (provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him or her). Such proxy need not be a shareholder of record.

 

Pursuant to Chapter 5 of Part 16 of the U.K. Companies Act 2006 (sections 527 to 531), if a shareholder or group of shareholders meeting the qualification criteria set out in section 527 request that a matter be raised at the Meeting relating to the audit of the Company’s U.K. statutory annual accounts and reports (including the auditor’s report and the conduct of the audit), we will publish the matter so requested on our website. Such request may either be stated in full or, if made in support of another shareholder’s statement, must clearly identify the statement that is being supported. Further, the request must be authenticated by the shareholder or shareholders making it and be received by us at least one week before the Meeting.

 

If we are required to publish such a statement, we will not require the requesting shareholder or shareholders to pay any expenses we incur in complying with the request. We will forward the statement to our U.K. statutory auditors at the same time as or before the statement is made available on our website and we may address the statement at the Meeting.

 

The results of any polls taken on the resolutions at the Meeting and any other information required by the U.K. Companies Act 2006 will be made available on our website as soon as reasonably practicable following the Meeting and for the required period thereafter.

 

 
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Your Vote is Important. Whether or not you plan to attend the Meeting, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. Returning the proxy card does NOT deprive you of your right to attend the Meeting and to vote your shares in person. The proxy statement explains proxy voting and the matters to be voted on in more detail. Please read the proxy statement carefully. For specific information regarding the voting of your ordinary shares, please refer to the proxy statement under the section entitled “Questions and Answers About Voting.”

 

Sincerely,

 

/s/ Elizabeth M. Keiley

Elizabeth M. Keiley

Senior Vice President, General Counsel & Company Secretary

 

 
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INFORMATION CONCERNING PROXY SOLICITATION AND VOTING

1

ELECTION OF DIRECTORS

9

PROPOSAL 1 - ELECTION OF PATRICK J BALTHROP, SR. TO THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR

10

PROPOSAL 2 – ELECTION OF PATRICIA RANDALL TO THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR

11

PROPOSAL 3 – ELECTION OF HERM ROSENMAN TO THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR

12

PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

13

PROPOSAL 5 - APPROVAL OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP

13

PROPOSAL 6 - AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE U.K. STATUTORY AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017

13

PROPOSAL 7 - RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS

15

PROPOSAL 8 - APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION

16

PROPOSAL 9 – APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY

17

PROPOSAL 10 – AMENDMENT TO THE 2013 SHARE INCENTIVE PLAN

18

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

24

DIRECTOR REMUNERATION AND ATTENDANCE

33

EXECUTIVE OFFICERS OF THE COMPANY

35

EXECUTIVE COMPENSATION

37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

44

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

46

TRANSACTIONS WITH RELATED PERSONS

47

AUDIT COMMITTEE REPORT

48

ADDITIONAL INFORMATION

50

 

 

OXFORD IMMUNOTEC GLOBAL PLC

94C Innovation Drive, Milton Park

Abingdon, Oxfordshire OX14 4RZ, U.K.

Registered Company No. 08654254

 

PROXY STATEMENT FOR THE 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 6, 2017

 

INFORMATION CONCERNING PROXY SOLICITATION AND VOTING

 

We have sent you this proxy statement and the enclosed proxy card because the Board of Directors of Oxford Immunotec Global PLC (referred to herein as the “Company”, “Group” “we”, “us” or “our”) is soliciting your proxy to vote at our annual general meeting of shareholders (the “Meeting”) to be held on Tuesday, June 6, 2017, at 11:00 a.m., London time (6:00 a.m., New York time), at Milton Park Innovation Centre, Thames Room, 99 Park Drive, Milton Park, Abingdon, OX14 4RY.

 

 

This proxy statement summarizes information about the proposals to be considered at the Meeting and other information you may find useful in determining how to vote.

 

 

The proxy card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

 

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be covered by us.

 

We are mailing the notice of the 2017 annual general meeting, this proxy statement and the proxy card to our shareholders of record as of April 13, 2017 (the “Record Date”) for the first time on or about April 25, 2017. In this mailing, we are also including our Annual Report on Form 10-K (“Form 10K”) for the year ended December 31, 2016, which Form 10-K constitutes our 2016 Annual Report to Shareholders (“2016 Annual Report”). In addition, we have provided brokers, dealers, bankers, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the 2016 Annual Report so that our record holders can supply these materials to the beneficial owners of our ordinary shares as of the Record Date.

 

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 6, 2017

 

Our 2016 Annual Report, notice of 2017 annual general meeting, proxy statement and proxy card are available in the “Corporate Governance” section of our website at http://investor.oxfordimmunotec.com.

 

 

QUESTIONS AND ANSWERS ABOUT VOTING

 

Why am I receiving these materials?

 

We have sent you this proxy statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote at the Meeting, including at any adjournments or postponements of the Meeting. You are invited to attend the Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below under How do I vote my shares?” to submit your proxy over the telephone or on the Internet.

 

We intend to mail this proxy statement and accompanying proxy card on or about April 25, 2017 to all shareholders of record entitled to vote at the Meeting.

 

Who can vote at the Meeting?

 

Only shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting. At the close of business on April 13, 2017, there were 22,835,669 ordinary shares issued and outstanding and entitled to vote.

 

Shareholder of Record: Shares Registered in Your Name

 

If, on the Record Date, your shares were registered directly in your name with the transfer agent, Computershare Trust Company, N.A., then you are the shareholder of record. As a shareholder of record, you may vote in person at the Meeting or vote by proxy. Whether or not you plan to attend the Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

 

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

 

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy card from your broker or agent.

 

A complete list of shareholders of record entitled to vote will be open to examination by any shareholder for any purpose relating to the Meeting for a period of 10 days before the Meeting at our offices in Abingdon, Oxfordshire during ordinary business hours. Such list shall also be open to the examination of any shareholder present at the Meeting.

 

 

What are the requirements to elect the directors and approve each of the proposals?

 

You may cast your vote for or against proposals 1 through 10 or abstain from voting your shares on one or more of these proposals.

 

Proposals 1 through 10 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each such proposal will be approved if the number of votes cast in favor exceed the number of votes cast against such proposal. For example, a nominee for director will be elected to the Board of Directors if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election.

 

With regard to proposals 7 and 8 regarding receipt of our U.K. statutory annual accounts and reports for the year ended December 31, 2016 and approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2016, the votes on these proposals will not require our Board of Directors or any committee to take any action. Nonetheless, our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these proposals.

 

 

What are the voting recommendations of our Board of Directors regarding the election of directors and other proposals?

 

The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board of Directors’ voting recommendations.

 

Proposal

Description of Proposal

Board of

Directors’

Recommendation

1

Election of Patrick J. Balthrop, Sr. as a class I director to serve for a term to expire at the 2020 annual general meeting of shareholders and until his successor has been elected and qualified 

FOR

     

2

Election of Patricia Randall as a class I director to serve for a term to expire at the 2020 annual general meeting of shareholders and until his successor has been elected and qualified

FOR

     

3

Election of Herm Rosenman as a class I director to serve for a term to expire at the 2020 annual general meeting of shareholders and until his successor has been elected and qualified

FOR

     

4

Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our U.K. statutory auditor and U.S. independent registered public accounting firm for the fiscal year ending December 31, 2017

FOR

     

5

Approval of the re-appointment of Ernst & Young LLP as our U.K. statutory auditors under the U.K. Companies Act 2006 to hold office until the conclusion of the next general meeting at which the U.K. statutory accounts and reports are presented

FOR

     

6

Authorization for the Audit Committee to determine our U.K. statutory auditors’ remuneration for the fiscal year ending December 31, 2017

FOR

     

7

To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2016

FOR

     

8

Approval of our U.K. statutory directors’ annual report on remuneration, which is set forth in Annex A, for the year ended December 31, 2016

FOR

     

9

Approval of our Directors’ Remuneration Policy, which, if approved, will take effect upon the conclusion of the Meeting, the full text of which is set forth as Part II of Annex A to this proxy statement

FOR

     

10

Approval of the Amended 2013 Share Incentive Plan, the full text of which is set forth in Annex B to this proxy statement

FOR

 

 

What constitutes a quorum?

 

For the purposes of the Meeting, a quorum is present if members holding at least one-third of the outstanding shares of the Company and entitled to vote are present in person or by proxy.

 

How do I vote my shares?

 

If you hold shares in “street name,” you should follow the directions provided by your broker, bank or other nominee. You may submit instructions by telephone or via the Internet to your broker, bank or other nominee, or request and return a paper proxy card to your broker, bank or other nominee. We will distribute written ballots to anyone who wants to vote in person at the Meeting. If you hold shares in “street name” and wish to vote at the Meeting, you must obtain a legal proxy from your broker, bank or other nominee and present it to the inspector of election of the Meeting with your ballot.

 

If you are a “shareholder of record,” you may appoint a proxy to vote on your behalf using any of the following methods:

 

 

By completing and signing the proxy card and returning it in the prepaid envelope provided; or

 

 

By written ballot at the Meeting.

 

If you properly give instructions as to your proxy appointment by executing and returning a paper proxy card, and your proxy appointment is not subsequently revoked, your shares will be voted in accordance with your instructions.

 

How will my shares be voted if I do not specify how they should be voted?

 

If you sign and send your proxy card but do not indicate how you want your shares to be voted, your shares will be voted by the persons appointed as proxies in accordance with the recommendations of our Board of Directors.

 

Can I change my vote or revoke a proxy?

 

A shareholder of record can change or revoke his or her proxy before the time of voting at the Meeting in several ways by:

 

 

(1)

mailing a revised proxy card dated later than the prior proxy card;

 

 

(2)

voting in person at the Meeting; or

 

 

(3)

notifying our Company Secretary in writing that you are revoking your proxy. Your revocation must be received before the Meeting to be effective.

 

If you hold shares in “street name,” you may change or revoke your voting instructions by contacting the broker, bank or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the Meeting as described above under “How do I vote my shares?” See also “What if I plan to attend the Meeting?”

 

 

Who counts the votes?

 

Computershare Trust Company, N.A. (“Computershare”) has been engaged as our independent agent to tabulate shareholder votes. If you are a shareholder of record, your executed proxy card is returned directly to Computershare for tabulation. If you hold your shares through a broker, your broker will return one proxy card to Computershare on behalf of all of its clients. 

 

How are votes counted?

 

Votes will be counted by Computershare, who will separately count “for” and “against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, Computershare will count the number of “withheld” votes received for the nominees. If your shares are held in “street name,” you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See below for more information regarding: “What are broker non-votes?and “Which ballot measures are considered routine and non-routine?”

 

What are “broker non-votes”?

 

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of ordinary shares indicates on a proxy form that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, you must instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

 

Which proposals are considered “routine” or “non-routine?”

 

The approval of the re-appointment of Ernst & Young LLP as our U.K. statutory auditors in proposal 5 is considered routine under applicable rules. Therefore, broker non-votes are not expected to be submitted in connection with that proposal. The other proposals are non-routine and broker non-votes may be submitted with respect to them.

 

How many votes do I have?

 

On each matter to be voted upon, you have one vote for each share of the ordinary shares you own as of the Record Date.

 

 

What if I plan to attend the Meeting?

 

Attendance at the Meeting will be limited to shareholders as of the Record Date. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding shares in “street name” through brokerage accounts or by a bank or other nominee are required to show a brokerage statement or account statement reflecting share ownership as of the Record Date in order to obtain admittance to the Meeting.

 

How do you solicit proxies?

 

We will solicit proxies and will bear the entire cost of this solicitation. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, Internet and personal solicitation by our directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses in sending these materials to shareholders who hold shares in street name.

 

What do I do if I receive more than one notice or proxy card?

 

If you hold your shares in more than one account, you will receive a notice or proxy card for each account. To ensure that all of your shares are voted, please sign, date and return all proxy cards or use each proxy card or notice to vote by telephone or via the Internet. Please be sure to vote all of your shares.

 

Will there be any other business conducted at the Meeting?

 

No. In accordance with our Articles of Association, no matters other than proposals 1 through 10 may be presented at this Meeting. We have not been notified of, and our Board of Directors is not aware of, any other matters to be presented for action at the Meeting.

 

Who is the transfer agent?

 

As noted above, our transfer agent is Computershare. All communications concerning shareholder of record accounts, including address changes, name changes, share transfer requirements and similar issues can be handled by contacting our transfer agent at +1-855-895-7224 (within the U.S., U.S. Territories and Canada), +1-732-491-0756 (outside the U.S., U.S. Territories and Canada), or in writing by regular mail to Computershare, P.O. Box 43001, Providence, RI 02940-3001 USA or by overnight mail to Computershare, 250 Royall Street, Canton, MA 02021, USA.

 

How can I find out the results of the voting at the Meeting?

 

Voting results will be announced by the filing of a current report on Form 8-K within four business days after the Meeting. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four business days of the day the final results are available.

 

 

What are the implications of being an “emerging growth company”?

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. As a result of this election we are providing in this 2016 Proxy Statement the scaled disclosure permitted for emerging growth companies, including the scaled executive compensation disclosure. In addition, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our Named Executive Officers (as defined herein) or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following December 2, 2018, the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 

Directions to Meeting

 

Directions to our Meeting, to be held at Milton Park Innovation Centre, Thames Room, 99 Park Drive, Milton Park, Abingdon, OX14 4RY can be found on our website http://investor.oxfordimmunotec.com in the Corporate Governance folder.

 

 

ELECTION OF DIRECTORS

 

Our Board of Directors currently consists of nine seated directors, divided into the three following classes:

 

 

Class I directors: Patrick J. Balthrop, Sr., Patricia Randall and Herm Rosenman whose current terms will expire at the Meeting;

 

Class II directors: Ronald A. Andrews, Jr., Stephen L. Spotts and James R. Tobin whose current terms will expire at the 2018 annual general meeting of shareholders;

 

Class III directors: A. Scott Walton, Richard Sandberg and Dr. Peter Wrighton-Smith whose current terms will expire at the 2019 annual general meeting of shareholders.

 

Each class has a three-year term. At each annual general meeting of shareholders, directors whose terms will then expire (or their successors, if such directors are not nominated for re-election) will be elected to serve for a three year term.

 

Patrick J. Balthrop, Sr., Patricia Randall and Herm Rosenman are current class I directors and have been nominated for re-election. Therefore, it is anticipated that following the Meeting, the Board of Directors will be comprised of nine members, with three members representing each class of directors.

 

In connection with proposals 1 - 3, we set forth the biographical information for each of the nominees to our Board of Directors. For biographical information for the class II and class III directors not subject to re-election at the Meeting, see Board of Directors and Corporate Governance.

 

 

PROPOSAL 1 – ELECTION OF PATRICK J. BALTHROP, SR. TO THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR

 

Patrick J. Balthrop, Sr. is currently a member of our Board of Directors and has been nominated for re-election as a class I director. If elected, he will hold office from the date of his election until the 2020 annual general meeting of shareholders and until his successor is elected and has been qualified, or until his earlier death, resignation or removal. Mr. Balthrop has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.

 

Mr. Balthrop, 60, was first appointed to the Board of Directors in January 2016. Most recently, Mr. Balthrop served as president, chief executive officer and director of Luminex Corporation, a life sciences tools and molecular diagnostics company, from May 2004 to October 2014, during which time the company’s revenues grew eightfold. Mr. Balthrop also implemented innovative research and development programs which led to the development and subsequent successful commercialization of many new products and oversaw multiple significant acquisitions. Prior to Luminex, Mr. Balthrop served as president of Fisher Healthcare, now a division of Thermo Fisher Scientific, Inc., from 2002 to 2004. Prior to that, Mr. Balthrop held multiple positions in diagnostics and vascular devices during his more than twenty years at Abbott Laboratories. Mr. Balthrop currently serves as a director at Personalis, Inc., a company harnessing the clinical and scientific value of the human exome and genome, and NextGxDx Inc. (now known as Concert Genetics), a healthcare bioinformatics company. He is the founding principal of Apalachee Ventures, LLC, a venture and investment company focusing on emerging life science companies. Mr. Balthrop earned his bachelor’s degree in Biology from Spring Hill College and a Master’s in Business Administration from the Kellogg Graduate School of Management, Northwestern University. Based on his extensive experience as a senior executive and member of the board of directors of companies in the healthcare sector, the Nominating Committee of our Board of Directors concluded that Mr. Balthrop is qualified to serve on our Board of Directors.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF PATRICK J. BALTHROP, SR. TO THE BOARD OF

DIRECTORS AS A CLASS I DIRECTOR

 

 

PROPOSAL 2 – ELECTION OF PATRICIA RANDALL TO THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR

 

Patricia Randall is currently a member of our Board of Directors and has been nominated for re-election as a class I director. If elected, she will hold office from the date of her election until the 2020 annual general meeting of shareholders and until her successor is elected and has been qualified, or until her earlier death, resignation or removal. Ms. Randall has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.

 

Ms. Randall, 66, was first elected to the Board of Directors in June 2014. Ms. Randall joined Oxford Immunotec, Inc. in November 2008 as General Counsel with the responsibility for all legal affairs of the Company. Before joining the Company, from 2003 to 2008, Ms. Randall served as vice president, general counsel and secretary to Matritech, Inc., a biotechnology company specializing in proteomic diagnostic products for the early detection of a variety of cancers. She previously served as a member of senior management and general counsel of two other publicly traded companies. She has practiced law for over 35 years for both public and private companies and in private practice. She currently serves as a member of the board of directors of Belmont Instrument Corporation, a private medical device company. Ms. Randall earned her bachelor’s degree from American University in Philosophy and her Juris Doctor from Northeastern University School of Law.

 

Based on her extensive experience as a senior executive and an officer of several publicly traded companies, the Nominating Committee of our Board of Directors concluded that Ms. Randall is qualified to serve on our Board of Directors.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF PATRICIA RANDALL TO THE BOARD
OF DIRECTORS AS A CLASS I DIRECTOR

 

 

PROPOSAL 3 – ELECTION OF HERM ROSENMAN TO THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR

 

Herm Rosenman is currently a member of our Board of Directors and has been nominated for re-election as a class I director. If elected, he will hold office from the date of his election until the 2020 annual general meeting of shareholders or until his successor is elected and has been qualified, or until his earlier death, resignation or removal. Mr. Rosenman has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.

 

Mr. Rosenman, 69, was first appointed to the Board of Directors in October 2013. Mr. Rosenman served as chief financial officer of Natera, Inc., a molecular diagnostic company from February 2014 through January 2017. After his resignation from Natera, Inc., Mr. Rosenman was appointed to Natera’s Board of Directors. Prior to his work with Natera, he served as senior vice president, finance and chief financial officer of Gen-Probe Incorporated, a publicly traded molecular diagnostics company, from 2001 through the sale of that company to Hologic, Inc.in August 2012. From 1997 to 2000, Mr. Rosenman served as president and chief executive officer of Ultra Acquisition Corp., a manufacturer and parts retailer. From 1994 to 1997, he served as president and chief executive officer of RadNet Management, Inc., a healthcare provider. He has also served as chief financial officer of Rexene Corp. and was an audit partner at Coopers & Lybrand (now PricewaterhouseCoopers LLP). In addition to his service on our Board of Directors, Mr. Rosenman currently serves as a member of the board of directors and Audit Committee chairman of Vivus, Inc., a publicly traded biopharmaceutical company, and is an advisory board member of Scripps Clinics/Green Hospital, a large healthcare provider in San Diego, CA. Previously, he has served on numerous public and private company boards of directors, frequently as a member of the company’s Audit Committee, including BioFire Dx, Medistem, Inc., ARYx Therapeutics, Infinity Pharmaceuticals, Inc., Emphasys Medical, Inc. and Discovery Partners International, Inc. Mr. Rosenman is a certified public accountant who received a B.B.A. in finance and accounting from Pace University and a Masters in Business Administration in finance from the Wharton School of the University of Pennsylvania.

 

Based on his extensive experience as a senior executive and member of the board of directors of numerous public companies in the diagnostics and healthcare sectors, as well as his substantial background as a public company chief financial officer and as an auditor and certified public accountant, the Nominating Committee of our Board of Directors concluded that Mr. Rosenman is qualified to serve on our Board of Directors.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF HERM ROSENMAN TO THE BOARD OF

DIRECTORS AS A CLASS I DIRECTOR

 

 

PROPOSAL 4 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

 

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR U.K. STATUTORY AUDITORS AND U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017

 

 

PROPOSAL 5 – APPROVAL OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP

 

APPROVAL OF THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS OUR U.K. STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE U.K. STATUTORY ACCOUNTS ARE PRESENTED

 

 

PROPOSAL 6 - AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE U.K. STATUTORY AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017

 

The Audit Committee is responsible for the selection, appointment and negotiation of the remuneration of our U.K. statutory auditors and our U.S. independent registered public accounting firm. The Audit Committee has appointed the firm of Ernst & Young LLP as our U.K. statutory auditor and U.S. independent registered public accounting firm and principal auditors for our fiscal year ending December 31, 2017. Ernst & Young LLP has served as our U.K. statutory auditors under the U.K. Companies Act 2006 since our registration as a public limited company on August 16, 2013. Although current laws, rules and regulations, as well as the charter of the Audit Committee, require our independent auditors to be selected and supervised by the Audit Committee for our first financial year only in respect of our U.K. statutory auditors, the Board of Directors considers the selection of the independent auditors to be an important matter of shareholder concern and is submitting the selection of Ernst & Young LLP for ratification by shareholders as a matter of good corporate practice. If the shareholders do not ratify the selection of Ernst & Young LLP as our U.K. statutory auditor and U.S. independent registered public accounting firm, the Audit Committee will consider this vote in determining whether or not to continue the engagement of Ernst & Young LLP. If the shareholders do ratify the selection of Ernst & Young LLP as our U.K. statutory auditor and U.S. independent registered public accounting firm, the Audit Committee may nonetheless select a different auditing firm at any time during the year if it determines that such a change would be in our best interests.

 

Proposal 4 seeks your ratification of the appointment of Ernst & Young LLP as our U.K. statutory auditor and U.S. independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

Proposal 5 seeks your approval of the re-appointment of Ernst & Young LLP to serve as our U.K. statutory auditor, to hold office until the conclusion of the next general meeting at which the U.K. statutory accounts are presented to shareholders. In the event this proposal does not receive the affirmative vote of the holders of a majority of the shares entitled to vote and present in person or represented by proxy at the Meeting, the Board of Directors may appoint an auditor to fill the vacancy.

 

 

Proposal 6 authorizes the Audit Committee to determine our U.K. statutory auditors’ remuneration for the fiscal year ending December 31, 2017.

 

THE BOARD OF DIRECTORS AND AUDIT COMMITTEE RECOMMEND A VOTE

FOR:

 

 

Proposal 4 to ratify the appointment of Ernst & Young LLP as our U.K. STATUTORY AUDITOR AND U.S. independent registered public accounting firm for the year endING December 31, 2017;

     
 

Proposal 5 to approve the re-appointment of Ernst & Young LLP as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting at which our Statutory accounts are presented; and

     
 

Proposal 6 to authorize our Audit Committee to determine our U.K. statutory auditors’ remuneration FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

 

 

PROPOSAL 7 - RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS

 

At the Meeting, our Board of Directors will present our U.K. statutory annual accounts and reports for the period January 1, 2016 through December 31, 2016, which includes the audited portion of the directors’ annual report on remuneration. We will provide our shareholders with an opportunity to receive the U.K. statutory annual accounts and reports to raise questions in relation to them.

 

THE BOARD OF DIRECTORS AND AUDIT COMMITTEE RECOMMEND A VOTE

FOR THE RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS

 

 

PROPOSAL 8 - APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION

 

Our U.K. statutory directors’ remuneration report is set forth as Annex A to this proxy statement. The directors’ remuneration report includes the annual report on remuneration. This document describes in detail our remuneration policies and procedures and explains how these policies and procedures help to achieve our compensation objectives with regard to our directors and the retention of high-quality directors. Our Board of Directors and the Remuneration Committee believe that the policies and procedures as articulated in the directors’ remuneration report are effective and that as a result of these policies and procedures we have and will continue to have high-quality directors. Our Board of Directors has approved and signed the report in accordance with English law.

 

At the Meeting, the shareholders will vote on the annual report on remuneration. This vote is advisory and non-binding. Although non-binding, our Board of Directors and Remuneration Committee will review and consider the voting results when making future decisions regarding our director remuneration program. Following the Meeting, and as required under English law, the directors’ annual report on remuneration will be delivered to the U.K. Registrar of Companies.

 

THE BOARD RECOMMENDS YOU VOTE

FOR APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON

REMUNERATION SET FORTH IN ANNEX A

 

 

PROPOSAL 9 – APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY

 

Our U.K. statutory directors’ remuneration policy is set forth as Part II of Annex A to this proxy statement. Our directors’ remuneration policy has as its objective the engagement and retention of high-quality directors. The original remuneration policy was approved by the shareholders at our 2014 annual general meeting. As set forth in Part II of Annex A, we submit our new proposed remuneration policy, which our Board of Directors has determined is competitive and consistent with current market practices. The policy, as proposed, amends the fixed compensation for service as a member or chair of a committee of our Board of Directors and instead requires the Board of Directors to set compensation for committee service at rates that are consistent with market practice. Similarly, the proposed remuneration policy retains the equity components of compensation but allows the Board greater discretion in fixing the size of the awards consistent with market practice. By making these changes, our Board of Directors will be required to maintain compensation practices consistent with our market peer group while having the flexibility to form committees as required to achieve Board objectives and to recruit qualified directors.

 

Our Board of Directors has approved the directors’ remuneration policy and believe it effective to achieve its objectives. The directors’ remuneration policy, if approved, will take effect immediately upon conclusion of the Meeting. Further information about the policy is available at Director Remuneration and Attendance.

 

THE BOARD RECOMMENDS YOU VOTE

FOR APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY INCLUDED IN PART II OF ANNEX A

 

 

PROPOSAL 10 – APPROVAL OF AMENDMENT TO 2013 SHARE INCENTIVE PLAN

 

At the Annual Meeting, the shareholders will be asked to approve amendments to the 2013 Share Incentive Plan (“Plan”). The Plan was originally adopted by our Board of Directors on November 7, 2013 and is incorporated into our Directors’ Remuneration Policy. All employees and directors are eligible to participate in the Plan.

 

We are asking the shareholders to approve the following amendments to the Plan (the “Amendments”, and collectively with the Plan, the “Amended Plan”):

 

●     Amendment of Section 5.1 of the Plan to delete the provisions that allow for yearly increases to the shares available for issuance under the Plan. If approved, the number of shares available for issuance of the Plan would remain fixed for the duration of the Plan.

 

●     Amendment of Sections 8.3 and 11.3 to limit full acceleration of an equity award upon a Change of Control to those situations where a participant’s employment with the Company has been terminated.

 

●     Deletion of Section 12.2 to eliminate the Remuneration Committee’s discretion to make adjustments to the number and kind of shares of stock or securities subject to awards under the Plan or the exercise or purchase prices relating to Awards changes other than in connection with a change to our capital structure.

 

     In addition, we are asking the shareholders to approve the addition of 283,328 shares for issuance under the Amended Plan so that the maximum number of shares available for issuance under the Amended Plan is 2,684,563, which was the original amount of shares allocated for issuance under the Plan. Following this increase, we do not anticipate requesting authorization for the issuance of additional shares under the Amended Plan prior to the expiration of the Amended Plan.

 

The full text of the Amended Plan, is set forth in Annex B to this proxy statement. The following description of certain features of the Amended Plan is qualified in its entirety by reference to the full text of the Plan.

 

Administration and Awards. The Remuneration Committee of the Board of Directors administers the Amended Plan and has the authority to exercise all powers and authorities granted to it under the Amended Plan, including the authority to grant awards, to determine the type and number of awards to be granted, to construe and interpret the Amended Plan and any award, and to determine the terms and conditions of award agreements.

 

All of our employees, directors, consultants and advisors are eligible to receive awards under the Amended Plan. The Amended Plan provides for the grant of options to purchase shares (including incentive stock options, nonqualified stock options, approved options and unapproved options), restricted shares, share appreciation rights, share units (including restricted share units), performance awards and other awards convertible into or otherwise based on shares. The terms applicable to each award are memorialized in award agreements. The Amended Plan imposes limits on the maximum number of shares subject to options or share appreciation rights that may be granted to any U.S. participant in any calendar year.

 

 

Shares Subject to the Amended Plan; Share Counting. If approved by the shareholders at the Meeting, the maximum number of shares available for issuance under the Amended Plan will be 2,684,563. If our shareholders do not approve the Amendments, we may experience a shortfall of shares available for issuance for stock-based compensation awards, which we believe will adversely affect our ability to attract, retain and reward the many employees who contribute to our long-term success. Shares delivered in satisfaction of awards will not include shares withheld by the Company to pay the exercise price of an award or to satisfy tax withholding requirements with respect to an award and will not include any shares underlying awards that are settled in cash, lapse, expire or that are forfeited, cancelled or terminated. The number of shares that may be delivered under the Amended Plan is subject to adjustment for share splits, recapitalizations and other changes to the Company’s capital structure.

 

Each share subject to an award of options or share appreciation rights will be counted against the share pool as one share. Each share subject to an award other than options or share appreciation rights will be counted against the share pool as 1.5 shares. Shares subject to an award that remain unissued upon the cancellation, surrender, exchange or termination of the award generally may again become available for issuance under the Amended Plan in an amount calculated in accordance with the share counting formula described in the preceding sentences.

 

Types of Awards.

 

●     Share Options. The Remuneration Committee may grant incentive stock options, non-qualified options, and approved and unapproved options. The exercise price of a share option will be equal to the fair market value of our ordinary shares on the date the share option is granted and the term of a share option may not exceed 10 years. Option awards are subject to vesting requirements, which are specified in individual award agreements. Generally, option awards under the Amended Plan vest annually in equal amounts over four years. Payment of the exercise price may be made in cash or check or, to the extent permitted under the Plan and the Company’s policies, through broker-assisted cashless exercise or such other method that the Remuneration Committee may permit.

 

The Amended Plan includes a sub-plan for issuance of approved share options to participants in the United Kingdom. The sub-plan was approved by HM Revenue and Customs and, therefore, certain option awards may benefit from favorable tax treatment for the Amended Plan participants. Approved options are subject to certain restrictions and limitations, including that an employee may only have approved options outstanding equal in value to £30,000 (valued at the date of grant of each approved option) at any one time.

 

The Amended Plan also includes a separate sub-plan for U.K. employees and other employees outside the U.S. and U.K. that provides for the grant of unapproved options.

 

●     Share Appreciation Rights. A share appreciation right, or SAR, allows the participant to receive an amount on exercise, payable in cash or in shares of equivalent value, determined by measuring the appreciation in the fair market value of our shares from the SAR’s date of grant to the date that the SAR is exercised. As with options, the right to exercise a SAR may be subject to the satisfaction of vesting condition. The fair market value of a share on the date of grant of a SAR is referred to as the “base value”. The base value from which appreciation under a SAR is measured will be no less than the fair market value of our shares on the date of grant.

 

 

●     Restricted Shares. A restricted share award is a grant of shares that is awarded and for which the participant’s rights to the shares are restricted until certain vesting conditions are satisfied. While the shares are restricted, the shares may not be transferred or pledged and may be required to be forfeited to the Company or sold back to the Company for less than fair market value if the vesting conditions are not satisfied. The specific vesting terms of a restricted share award are set forth in the award agreement. Unlike other forms of equity awarded under the Amended Plan, a participant who receives a restricted share award has the rights of a shareholder with respect to voting shares granted pursuant to the restricted share award subject to any conditions set forth in the award agreement.

 

●     Restricted Share Units. A restricted share unit is an unfunded and unsecured promise to deliver a specified number of shares or cash measured by the value of shares in the future, subject to the satisfaction of specified performance or other vesting conditions. Once the performance or other vesting conditions are satisfied, the Company generally will deliver the shares (or cash in lieu of shares) to the participant. The specific vesting terms of a restricted share unit are set forth in the award agreement.

 

●     Performance Award. A performance award is an award under the Amended Plan that is subject to the attainment of specified performance targets, as well as other conditions that the Remuneration Committee may impose. The performance targets applicable to a particular performance award will be memorialized in the award agreement. The Remuneration Committee will determine whether the performance targets or goals specified in an award have been achieved.

 

Corporate Transactions; Change in Control. In the event of certain mergers or consolidations of the Company, the Remuneration Committee may provide for the assumption or continuation of some or all outstanding awards, a cash-out payment with respect to some or all awards or acceleration of an award; provided, however, that full acceleration of an award will only be permissible in the event that the Change in Control results in the termination of the participant’s employment with the Company.

 

Alteration of Termination. The Remuneration Committee may at any time amend the Amended Plan or any outstanding award for any purpose which may at the time be permitted by law, and may at any time terminate the Amended Plan as to any future grants of awards; provided, that, except as otherwise expressly provided in the Amended Plan, the Remuneration Committee may not, without the participant’s consent, alter the terms of an award, unless the expressly provided for at the time the award was granted. Any amendment to the Amended Plan will be conditioned upon shareholder approval only to the extent, if any, such approved is required by law, as determined by the Remuneration Committee.

 

Term. The term of the Amended Plan is ten years from the date of adoption of the original plan, or November 7, 2023. No awards may be made under the Amended Plan after November 7, 2023, unless the Amended Plan is earlier terminated, but previously granted awards may continue beyond that date in accordance with their terms.

 

Effective Date. The Amendments to the Plan will be effective on June 6, 2017, or such other date on which it is approved by the shareholders.

 

New Plan Benefits. With respect to grants under the Amended Plan, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended Plan because the grant and actual pay-out of awards under the Amended Plan are subject to the discretion of the Remuneration Committee.

 

 

Material U.S. Income Tax Consequences of Participation in the Amended Plan

 

The material U.S. federal income tax consequences of awards granted under the Amended Plan are summarized below based on U.S. tax laws in effect as of the date of this proxy statement. Changes to U.S. tax laws could alter the tax consequences described below. This summary is not intended to be exhaustive, and does not discuss estate, gift, employment, and net investment income taxes or the tax laws of any municipality, state, or foreign country (including the UK, which is discussed below). Awards are generally subject to withholding at exercise or payment. This summary assumes that all awards granted under the Amended Plan will be either exempt from or compliant with Section 409A of the Internal Revenue Code.

 

Incentive Stock Options. A U.S. participant generally will not have income upon the grant or exercise of an incentive stock option; however, the value recognized upon exercise may be subject to alternative minimum tax. Income from the sale of shares will be taxed as long-term capital gain if the participant has held the shares for more than two years after grant and more than one year after exercise. If these waiting periods are not satisfied prior to sale, the participant will realize (a) compensation income equal to the excess, if any, of the lesser of the proceeds received or the value of the shares upon exercise over the exercise price and (b) capital gain equal to the excess, if any, of the proceeds received over the value of the shares upon exercise. Shares sold at a loss will be treated as a capital loss.

 

Nonstatutory Options and Share Appreciation Rights. A U.S. participant will not have income upon the grant of a nonstatutory option or stock appreciation right, but will have compensation income upon exercise equal to the value of the shares and/or cash received upon exercise less the exercise price. When the shares are sold, the participant will have capital gain or loss equal to the difference between the sale proceeds and the value of the shares upon exercise.

 

Restricted Shares. A U.S. participant will not have income upon the grant of restricted shares unless the participant makes an election under Section 83(b) of the Internal Revenue Code within 30 days after grant. If a timely Section 83(b) election is made, then the participant will have compensation income at grant equal to the value of the shares upon grant less any purchase price. When the shares are sold, the participant will have capital gain or loss equal to the difference between the sale proceeds and the value of the shares upon grant. If a timely Section 83(b) election is not made, the participant will have compensation income at vesting equal to the value of the shares on the vesting date less any purchase price. When the shares are sold, the participant will have capital gain or loss equal to the sale proceeds less the value of the shares upon vesting.

 

Restricted Share Units (“RSUs”). A U.S. participant will have compensation income equal to the value of the cash or shares received upon settlement of the RSU less any purchase price. If the RSU is settled in shares, the participant will have capital gain or loss when the shares are sold equal to the sale proceeds less the value of the shares on the payment date.

 

Other Share-Based Awards. The tax consequences associated with any other share-based awards will vary depending on the specific terms of the award.

 

 

Capital Gain or Loss. Capital gain or loss will be treated as long-term if the participant has held the shares for more than one year; otherwise, it will be treated as short-term.

 

Material U.K. Income Tax Consequences of Participation in the Amended Plan

 

The material U.K. income tax and social security consequences of awards granted under the Amended Plan are summarized below based on current U.K. tax law and the published practice of HMRC applying as of the date of this proxy statement (both of which are subject to change at any time, possibly with retrospective effect). This summary is not intended to be exhaustive, does not constitute legal or tax advice and does not purport to be a complete analysis of the U.K. tax treatment of awards. Moreover, the tax effects of participation in the Amended Plan may vary depending on the facts pertaining to each participant. Each participant who receives an award should consult his or her own tax advisor with respect to his or her individual tax position and the effect of any legislative revisions on such position.

 

Unrestricted Shares: A participant receiving unrestricted shares will generally be subject to income tax and U.K. employee’s national insurance contributions (“NICs”) at the time of grant. The taxable amount will equal the excess of the fair market value of the unrestricted shares on the grant date over any amount the participant pays for the unrestricted shares.

 

Restricted Shares. A participant will generally not be subject to income tax and NIC on the grant of restricted shares if the restrictions will be lifted within five years of the grant date. However, an income tax and NIC charge on grant could arise if the participant makes an election under Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) within 14 days after grant. The taxable amount will be the unrestricted market value of the shares on grant less the purchase price. When the shares are sold, the participant will have a capital gain or loss equal to the difference between the sale proceeds and the amount upon which income tax and NIC has been paid. If a timely Section 431 election is not made, the participant will have an income tax and NIC charge at vesting (when the restrictions cease to apply) on the value of the shares on the vesting date less the purchase price. When the shares are sold, the participant will have a capital gain or loss equal to the sale proceeds less the amount upon which income tax has been paid.

 

Company Share Options (“CSOPs”). CSOPs are tax-qualified options which are intended to meet the requirements of Schedule 4 of Part 5 to ITEPA 2003. Eligible employees can hold unexercised CSOP options over shares with an unrestricted market value of up to £30,000 (based on the unrestricted market value at grant). Any CSOP options granted in excess of that limit will not benefit from the U.K. tax-advantaged treatment. A CSOP option must have an exercise price that is not less than the unrestricted market value of the shares under option on the grant date. In addition, a CSOP option must not be capable of exercise for at least three years save in certain specified circumstances including, a change of control or takeover of the Company, or if a participant ceases to be an employee or director because of injury, disability, redundancy or retirement. Where the tax requirements are met, there will be no income tax or NICs payable on the grant or exercise of a qualifying CSOP option.. When the shares are sold (following exercise), all proceeds received by a participant will be subject to capital gains tax.

 

 

Non-qualified Options (also referred to as “Unapproved Options”). If a participant holds an option which was not granted as a CSOP option, then this will be a non-qualified option. If an option was originally granted as a CSOP option (described above), then it may have ceased to be a tax-qualified CSOP option in certain circumstances and so will be treated as a non-qualified option. Non-qualified options are subject to income tax and NIC on the exercise of the option. The taxable amount will be the amount by which the market value of the shares on exercise exceeds the exercise price. Upon a subsequent sale of the shares, the participant will have a capital gain or loss equal to the difference between the sale proceeds and the amount upon which the participant has paid income tax at their marginal rate.

 

Share Appreciation Rights (“SAR”). A participant will not have an income tax charge upon the grant of a SAR, however, an income tax and NIC charge will arise on the exercise of the SAR. The taxable amount will be the value of the share and/or cash received on exercise less the exercise price (if any). Cash-settled SARs will be paid through payroll subject to deductions for income tax and NICs. Upon the sale of shares acquired on the exercise of a share-settled SAR, the participant will have a capital gain or loss equal to the difference between the sale proceeds and the amount upon which the participant has paid income tax.

 

 

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE

FOR THE APPROVAL OF THE PROPOSED AMENDMENT OF

THE 2013 SHARE INCENTIVE PLAN

 

 

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

Board of Directors

 

As stated above, our Board of Directors currently consists of nine directors, divided into three classes. Following the Meeting, if proposals 1 through 3 are approved, our Board of Directors will have nine directors, with three members in each class of directors. The biographical information for Patrick J. Balthrop, Patricia Randall and Herm Rosenman, the three nominees to our Board of Directors as class I directors is provided in the foregoing proposals. Below is biographical information for the class II and class III directors who will remain seated following the Meeting.

 

Class II Directors — Continuing in Office until the 2018 Annual General Meeting of Shareholders

 

Ronald A. Andrews, Jr., 57, is a director, having been appointed in November 2015. Mr. Andrews was the president of the genetic sciences division of Thermo Fisher Scientific from September 2013 to December 2014. He assumed this position upon Thermo Fisher’s acquisition of Life Technologies Corporation, where he had been the president of the medical sciences venture from February 2012 to September 2013. Following the acquisition, Mr. Andrews led the integration of Life Technologies’ next generation sequencing technology into multiple instrument platforms and developed one of the most robust bio-informatic engines in oncology. Before joining Life Technologies, he served as chief executive officer of GE Molecular Diagnostics from December 2010 to February 2012. He assumed this position upon GE Healthcare’s acquisition of Clarient, Inc., a NASDAQ-listed specialty oncology laboratory, at which he had served as chief executive officer from August 2004 until December 2010. Earlier in his career, Mr. Andrews held several leadership roles at Roche Molecular Diagnostics, Molecular Diagnostics, Inc. and Immucor Inc. He is currently a member of the Board of Governors of CancerLinQ LLC, a wholly-owned non-profit subsidiary of the American Society of Clinical Oncology and a member of the Board of the Mission Hospital Foundation. Mr. Andrews earned his bachelor’s degree from Wofford College. Based on his extensive experience as a senior executive and member of the board of directors of companies in the healthcare sector, the Nominating Committee of our Board of Directors concluded that Mr. Andrews is qualified to serve on our Board of Directors.

 

Stephen L. Spotts, 62, was first appointed to the Board of Directors in November 2010. Mr. Spotts is chief executive officer, president, director and founder of ProTom International, Inc., a medical technology company focused on proton therapy for cancer patients founded in April 2007. In May 2015, ProTom International filed a petition of bankruptcy in the U.S.D.C. for the Northern District of Texas under Chapter 11 of the U.S. Bankruptcy Code. After recapitalization, the proton therapy business conducted by the company emerged from bankruptcy in August, 2015 as ProTom International Holding Corporation. Before founding ProTom, from 2000 to 2006, Mr. Spotts was president, chief executive officer, and a member of the board of directors of Pathology Partners, Inc. (now known as Miraca Life Sciences, Inc.) From 2005 through June 2008, he served on the board of directors of Genoptix, Inc., a California-based, publicly traded specialized laboratory service provider focused on delivering personalized and comprehensive diagnostic services to community-based hematologists and oncologists (Genoptix Inc. was acquired by Novartis AG in 2011). Mr. Spotts earned his bachelor’s degree in Business Administration from the University of Mississippi. Based on his experience in the diagnostics industry and his senior management experience in other companies, the Nominating Committee of our Board concluded that Mr. Spotts is qualified to serve on our Board of Directors.

 

 

James R. Tobin, 72, was first appointed to Board of Directors in December 2014. Mr. Tobin served as chief executive officer and president of Boston Scientific Corporation, a medical device company, from March 1999 to July 2009. Prior to that, he served as the chief executive officer and president of Biogen Idec, Inc. or Biogen, a global biotech company from 1997 to 1998 and as Biogen’s president and chief operating officer from 1994 to 1997. Before joining Biogen, Mr. Tobin spend 22 years with Baxter International, or Baxter, a global healthcare company, rising from financial analyst to president and chief operating officer, holding various positions with senior management during his tenure. He is currently a member of the board of directors of Globus Medical, Inc., a publicly traded medical device company and two other private companies. He served as a Lieutenant in the U.S. Navy from 1968 to 1972. Mr. Tobin earned his bachelor’s degree from Harvard College and a master’s degree in Business Administration from the Harvard Business School. Based on his extensive experience as a senior executive and member of the board of directors of numerous public companies in the life sciences industry, the Nominating Committee of our Board concluded that Mr. Tobin is qualified to serve on our Board of Directors.

 

Class III Directors — Continuing in Office until the 2019 Annual General Meeting of Shareholders

 

Richard A. Sandberg, 74, is Chairman of our Board of Directors, a position he has held since September 2008. He has played a principal role in starting and building a number of medical diagnostic companies including that of founder, chairman, chief executive officer, and chief financial officer of DIANON Systems Inc., a publicly traded oncology diagnostics company that was a pioneer in marketing new diagnostic technologies as a service rather than a product offering. He also served as chairman and chief financial officer of Lifecodes Corporation, a pioneer in DNA testing technology; chief financial officer and director of Matritech, Inc., a publicly traded biotechnology company specializing in proteomic diagnostic products for the early detection of a variety of cancers; and as chief financial officer of Critical Diagnostics, Inc., a company specializing in developing new diagnostic tests for cardiology. He has also served as a director of North American Scientific Inc., a publicly held developer and marketer of radiation therapy products and systems for treating breast and prostate cancer, from 2005 to 2009; as a director of Ethan Allen Interiors Inc., an international manufacturer and retailer of fine home furnishings, from 2003 to 2009; and serves as chairman of two privately held diagnostic companies. Mr. Sandberg earned his bachelor’s degree in Business from Northwestern University and a master’s in Business Administration from Harvard University. Based on his extensive experience as a senior executive and director of numerous public and private companies in the healthcare sector, the Nominating Committee of our Board of Directors concluded that Mr. Sandberg is qualified to serve on our Board of Directors.

 

 

Andrew Scott Walton, 50, is a director, having been appointed in November 2015. From September 2012 to January 2017, Mr. Walton served as president and chief executive officer of Ameritox, a company that offers laboratory testing and practice management tools to help clinicians coordinate and optimize the care of chronic pain and behavioral health patients. Prior to Ameritox, from April 2005 to June 2012, he held senior leadership positions within Laboratory Corporation of America, most recently as executive vice president of the esoteric testing businesses, and a member of LabCorp’s five person executive committee. Before leading the esoteric businesses at LabCorp, he had numerous roles with the company including heading up strategic planning and merger & acquisition activities, and serving as the company’s chief information officer. Earlier in his career, he held management consultant positions with PricewaterhouseCoopers, KPMG and Ernst & Young where he focused on the healthcare market. Mr. Walton earned his bachelor’s degree from Yale University and a master’s degree in Business Administration from the Harvard Business School. Based on his extensive experience as a senior executive at companies in the healthcare sector, the Nominating Committee of our Board of Directors concluded that Mr. Walton is qualified to serve on our Board of Directors.

 

Peter Wrighton-Smith, 42, is our chief executive officer and a director. He has held both positions since founding Oxford Immunotec in 2002. Before founding Oxford Immunotec, Dr. Wrighton-Smith held senior positions with PowderJect Pharmaceuticals PLC, including senior projects director, a business development role, and managing director of PowderJect Diagnostics Ltd., a subsidiary of PowderJect engaged in the development of cellular immune based diagnostics. During his tenure with PowderJect, the company became a global vaccines business with more than 1,000 employees. He is currently a member of the board of directors of Inivata Limited, a global clinical cancer genomics company. Dr. Wrighton-Smith has a master’s degree in Engineering, Economics & Management, and a doctorate in Medical Engineering, both from Oxford University. Based on his extensive experience as our Chief Executive Officer, the Nominating Committee of our Board of Directors concluded that Dr. Wrighton-Smith is qualified to serve on our Board of Directors.

 

 

Corporate Governance

 

Structure of our Board of Directors

 

The leadership structure of our current Board of Directors separates the positions of CEO and Chairman of the Board. The Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. The Board of Directors consists of a majority of independent directors. The Board believes this independence is appropriate for the Company for it allows for sufficient independent oversight of management.

 

Independence of our Board of Directors

 

Our Board of Directors has determined that all of our directors, other than Dr. Wrighton-Smith and Ms. Randall, qualify as “independent” directors in accordance with the independence requirements under the applicable listing standards of The NASDAQ Global Market, as well as applicable rules promulgated by the SEC. Dr. Wrighton-Smith is not considered independent because he is an employee of the Company. Ms. Randall is not considered independent because she was employed by us during the past three years. Under applicable listing standards of The NASDAQ Global Market and under rules promulgated by the SEC, Ms. Randall will meet the independence requirements as of June 12, 2017.

 

Our Board of Directors has determined that, for each independent director, no relationships exist that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Additionally, there are no family relationships among any of our directors or executive officers.

 

Our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Nominating Committee, Audit Committee and Remuneration Committee of our Board of Directors are comprised entirely of directors determined by the Board of Directors to be independent.

 

Committees of our Board of Directors

 

Our Board of Directors presently has four standing committees: the Audit Committee; the Nominating Committee, the Remuneration Committee; and the Corporate Governance and Compliance Committee. The charters for each of these committees can be found in the Corporate Governance section on our website at http://investor.oxfordimmunotec.com.

 

 

Audit Committee

 

Our Audit Committee is currently composed of Messrs. Rosenman, Sandberg, Spotts, and Walton with Mr. Rosenman serving as chair of the committee. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of The NASDAQ Global Market. Our Board of Directors has determined that Mr. Rosenman is an “audit committee financial expert” within the meaning of SEC regulations and the applicable listing standards of The NASDAQ Global Market. The Audit Committee held six meetings during 2016. The Audit Committee’s responsibilities include:

 

 

appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;

 

 

reviewing the internal audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

 

 

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

 

 

reviewing the adequacy of our internal control over financial reporting;      

 

 

preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement; and

 

 

reviewing and assessing the adequacy of the committee charter and submitting any changes to our Board of Directors for approval

 

Remuneration Committee

 

Our Remuneration Committee is currently composed of Messrs. Tobin, Andrews, Balthrop and Rosenman with Mr. Tobin serving as chair of the committee. Our Board of Directors has determined that each member of the Remuneration Committee is “independent” as defined under the applicable listing standards of The NASDAQ Global Market. The Remuneration Committee held eight meetings during 2016. The Remuneration Committee’s responsibilities include:

 

 

reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

 

 

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

 

 

reviewing and approving the compensation of our other executive officers;

 

 

appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Remuneration Committee;

 

 

 

producing a Remuneration Committee report on executive compensation as required by the rules of the SEC to be included in our annual proxy statement;

 

 

annually reviewing and reassessing the adequacy of the committee charter in its compliance with the applicable listing standards of The NASDAQ Global Market; and

 

 

reviewing and making recommendations to our Board of Directors with respect to director compensation.

 

Our Board of Directors has delegated to the Remuneration Committee the authority to determine the remuneration for our executive officers. Non-executive director remuneration is recommended by our Remuneration Committee to the Board of Directors for approval. Our executive officers participate in general discussions with our Remuneration Committee and Board of Directors about these remuneration matters but they do not participate in discussions during which their individual remuneration is being considered and approved.

 

Our Remuneration Committee has retained Radford, an Aon Hewitt company, an executive compensation consulting firm, to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, provide the committee with advice and recommendations regarding material executive remuneration decisions, and review remuneration proposals of management. After review and consultation with Radford, the Remuneration Committee determined that Radford is independent and that there is no conflict of interest resulting from retaining Radford currently or in 2017. In reaching these conclusions, our Remuneration Committee considered the factors set forth in the SEC rules and the applicable listing standards of The NASDAQ Global Market.

 

None of the members of our Remuneration Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Remuneration Committee or the Remuneration Committee of any entity that has one or more executive officers serving on our Board of Directors. For a description of transactions between us and members of our Remuneration Committee and affiliates of such members, please see Transactions with Related Persons.”

 

Non-executive director remuneration is recommended by our Remuneration Committee to the Board of Directors for approval.

 

Corporate Governance and Compliance Committee

 

Our Corporate Governance and Compliance Committee is currently composed of Ms. Randall and Messrs. Balthrop, Spotts, Tobin, and Walton, with Ms. Randall serving as chair of the Committee. The Corporate Governance and Compliance Committee has responsibility for the oversight and administration of the Company’s corporate governance guidelines, including those guidelines related to the structure and organization of our Board of Directors. The Committee also oversees the Company’s adherence to its Code of Business Conduct and Ethics, including the Corporate Compliance Program. The committee held four meetings during 2016.

 

 

Nominating Committee

 

The Nominating Committee (the “Nominating Committee”) is comprised of Messrs. Andrews, Balthrop, Rosenman, Sandberg, Spotts, Tobin and Walton, with Mr. Balthrop serving as chair of the committee. The committee was formed in February 2017 and has primary responsibility for identifying and nominating suitable candidates for election to the Board of Directors. Prior to establishment of the Nominating Committee, responsibility for identifying and nominating candidates for election to the Board of Directors was with the independent members of the Board of Directors.

 

Board Oversight of Risk Management 

 

Our management is primarily responsible for assessing and managing risk, while our Board of Directors is responsible for overseeing management’s execution of its responsibilities. The leadership structure of the Board of Directors separates the positions of CEO and Chairman of the Board, which is believed to be appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives.

 

Our Board of Directors is supported by its committees in fulfillment of this responsibility. For example, our Audit Committee focuses on our overall financial risk by evaluating our internal controls and disclosure policies as well as ensuring the integrity of our financial statements and periodic reports. Our Remuneration Committee strives to create incentives that encourage an appropriate level of risk-taking consistent with our business strategy. Our Nominating Committee recommends and nominates suitable candidates for director and oversees management’s succession planning. Our Corporate Governance and Compliance Committee ensures that our governance policies and procedures are appropriate.

 

Director Nomination Process

 

Currently, the Nominating Committee of the Board of Directors reviews and identifies possible candidates for the Board of Directors, approving for appointment such candidates as appropriate in light of the Board of Directors Membership Criteria (the “Criteria”). These Criteria are posted in the Investors - Corporate Governance section on our website at http://investor.oxfordimmunotec.com as part of the Corporate Governance Guidelines. These Criteria describe specific traits, abilities and experience that the Board of Directors looks for in determining candidates for election to the Board of Directors, which include, among others:

 

 

the highest personal and professional ethics, integrity and values;

 

commitment to representing the long-term interests of the Company’s shareholders;

 

independence under the standards promulgated by The NASDAQ Global Market; and

 

ability to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties on our behalf, including attending all Board of Directors and applicable committee meetings.

 

 

Although we do not have a standalone diversity policy, diversity is among the critical factors that the Board of Directors considers when evaluating its composition. It is the policy of the Nominating Committee that the composition of the Board of Directors reflect a range of talents, ages, skills, character, diversity and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, leadership, corporate governance, and diagnostics and related industries, sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company. The Nominating Committee believes that the current members of the Board of Directors and nominees to the Board of Directors reflect an appropriate diversity of gender, age, race, geographical background and experience but are committed to continuing to consider diversity issues in evaluating the composition of the Board of Directors.

 

The Board of Directors’ policy does not contemplate any disparate treatment of management nominees versus those put forth by our shareholders.

 

Shareholder Recommendations and Nominees

 

It is the policy of our Board of Directors that the Nominating Committee of our Board of Directors consider both recommendations and nominations for candidates to the Board from shareholders so long as such recommendations and nominations comply with our Articles of Association and applicable laws, including the rules and regulations of the SEC. Shareholders may recommend director nominees for consideration by writing to our Company Secretary at the address below and providing evidence of the shareholder’s ownership of our ordinary shares, the nominee’s name, home and business address and other contact information, as well as the nominee’s detailed biographical data and qualifications for board membership, and information regarding any relationships between the recommended candidate and the Company within the last three fiscal years.

 

Following verification of the shareholder status of the person submitting the recommendation, all properly submitted recommendations will be promptly brought to the attention of the Nominating Committee of the Board of Directors. Shareholders who desire to nominate persons directly for election to the Board of Directors at an annual general meeting of shareholders must meet the deadlines and other requirements set forth under “Additional Information –Shareholder Proposals for 2017 Annual General Meeting.” Any vacancies on the Board of Directors occurring between our annual general meetings of shareholders may be filled by persons selected by a majority of the directors then in office, and any director so elected will serve until the next shareholders’ meeting at which directors are elected.

 

You may write to the Board of Directors at:

 

c/o Elizabeth Keiley

Senior Vice President, General Counsel & Company Secretary

Oxford Immunotec Global PLC

700 Nickerson Road, Suite 200

Marlborough, MA 01752

 

 

Code of Business Conduct and Ethics

 

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial officer. The code of business conduct is available in the Investors - Corporate Governance section on our website at http://investor.oxfordimmunotec.com. We expect that any amendments to the code or any waivers of its requirements will be disclosed on our website.

 

Corporate Governance Guidelines

 

We have adopted written corporate governance guidelines that apply to our Board of Directors and its members. The corporate governance guidelines are available in the Investors - Corporate Governance section on our website at http://investor.oxfordimmunotec.com. We expect that any amendments to our corporate governance guidelines or any waivers of its requirements will be disclosed on our website.

 

Shareholder Communication with the Board of Directors

 

It is the policy of our Board of Directors to allow shareholders to communicate with its members. Communications may be addressed to the entire Board of Directors, to the non-management directors as a group, or to any individual director. All such communications will be initially received and processed by the office of our Company Secretary. Spam, junk mail, product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, business solicitations and advertisements and threatening, hostile, illegal and similarly unsuitable communications will not be delivered to the Board of Directors, provided that such information will be made available to a director upon request. To contact members of the Board of Directors, a shareholder should send a letter to the following address:

  

c/o Elizabeth Keiley

Senior Vice President, General Counsel & Company Secretary

Oxford Immunotec Global PLC

700 Nickerson Road, Suite 200

Marlborough, MA 01752

 

 

DIRECTOR REMUNERATION AND ATTENDANCE

 

In October 2013, our Board of Directors adopted a non-executive directors’ remuneration policy (“directors’ remuneration policy”) for our non-executive directors who are unaffiliated (“unaffiliated directors”) with a shareholder of our Company that holds 5% or more of our outstanding shares (“significant investors”). For purposes of the directors’ remuneration policy, a director is considered affiliated with a significant investor it, at the time of the initial election or appointment or at any time during service as a director, he or she is or becomes an employee, officer, director, manager, managing member or general partner of a significant investor, or an employee, officer, director, manager, managing member or general partner of an entity that is an affiliate of a significant investor.

 

Affiliated directors do not receive director compensation. We presently have no affiliated directors. In addition, we do not pay director compensation to Dr. Wrighton-Smith because he is compensated as our employee.

 

We have eight unaffiliated directors eligible for compensation under the directors’ remuneration policy: Mr. Sandberg, who serves as Chairman of our Board of Directors, Messrs. Andrews, Balthrop, Rosenman, Spotts, Tobin and Walton and Ms. Randall. We reimburse all directors for out-of-pocket costs incurred in their performance of service as directors in accordance with our standard expense reimbursement policies and procedures.

 

Under our directors’ remuneration policy in effect in 2016, unaffiliated directors earned the following cash compensation: 

 

 

     

Cash

Compensation

 

 
 

Board of Directors

  $ 35,000  
 

Chairman (additional retainer)

  $ 65,000  
 

Audit and Remuneration Committee Chairs (additional retainer)

  $ 15,000  
 

Corporate Governance and Compliance Committee Chair (additional retainer)

  $ 10,000  
 

Audit Committee member/non-Chair (additional retainer)

  $ 7,500  
 

Remuneration Committee member/non-Chair (additional retainer)

  $ 6,250  
 

Corporate Governance and Compliance Committee Member/non-Chair (additional retainer)

  $ 5,000  

 

Unaffiliated directors may also receive equity compensation in the form of share options under our 2013 Incentive Share Option Plan. Equity compensation for unaffiliated directors is divided into two components: (1) an initial option award granted upon first appointment or election to our Board of Directors and covering 14,914 of our ordinary shares, with the right to exercise vesting in three equal installments on the date of the three succeeding annual general meeting of shareholders and (2) an annual option award granted to each newly appointed or elected member of our Board of Directors upon the date of first appointment or election and to each continuing member of our Board of Directors on the day of the annual general meeting of shareholders. The annual option award covers 7,457 of our ordinary shares; provided, however, if initial appointment or election is not at an annual general meeting of shareholders and is made less than six months before such meeting will be held, the award will cover 3,728 of our ordinary shares. The exercise price of all options granted to unaffiliated directors will be the fair market value of the shares at the close of trading on the date of grant.

 

 

In 2016, our Board of Directors met eight times. All of our then current directors attended a minimum of 75% of the meetings of our Board of Directors and its committees during 2016. Our directors are strongly encouraged to attend our annual general meeting of shareholders.

 

In 2016, our unaffiliated directors received the compensation shown below, plus reimbursement for reasonable travel expenses.

 

Director Compensation for Fiscal Year 2016

 

 

Name

 

Fees Earned in

Cash

($)

   

Option Awards

($)(1)

 

Total

($)

 
                           
 

Ronald A. Andrews, Jr.

    41,250       26,408 (2)     67,658  
                           
 

Patrick Balthrop, Sr.

    43,173       117,661 (3)     160,834  
                           
 

Patricia Randall

    45,000       26,408 (2)     71,408  
                           
 

Herm Rosenman

    56,250       26,408 (2)     82,658  
                           
 

Richard A. Sandberg

    100,000       26,408 (4)     126,408  
                           
 

Stephen L. Spotts

    47,500       26,408 (4)     73,908  
                           
 

James R. Tobin

    55,000       26,408 (2)     81,408  
                           
 

A. Scott Walton

    47,500       26,408 (2)     73,908  

 

 

(1)

Amounts shown reflect the grant date fair value of options awarded in 2016 determined in accordance with FASB Topic 718. Assumptions used in the calculation of these amounts are included in Note 10, “Share option and equity incentive plans,” to our audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2016, (“2016 Form 10-K”).

 

(2)

Ms. Randall and Messrs. Andrews, Rosenman, Tobin and Walton received annual option awards on June 28, 2016, which was the day of the 2016 annual general meeting of shareholders.

 

(3)

Mr. Balthrop received an initial option award covering 14,914 ordinary shares and a prorated annual option award covering 3,728 ordinary shares upon his election to the Board on January 29, 2016. Mr. Balthrop also received an annual option award on June 28, 2016, which was the day of the 2016 annual general meeting of shareholders.

 

(4)

Mr. Sandberg and Mr. Spotts received annual option awards on June 28, 2016, which was the day of the 2016 annual general meeting of shareholders.

 

 

Deeds of Indemnification

 

We have entered into deeds of indemnification with each of our directors and executive officers. Pursuant to these agreements, we agree to indemnify these individuals to the fullest extent permissible under English law against liabilities arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of his or her powers, duties or responsibilities as a director or officer, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also agree to use all reasonable endeavors to provide and maintain appropriate directors’ and officers’ liability insurance (including ensuring that premiums are properly paid) for their benefit for so long as any claims may lawfully be brought against them.

 

Non-Executive Director Appointment Letters

 

We have entered into letters of appointment with each of our non-executive directors. These letters set forth the main terms on which each of our non-executive directors serve on our Board of Directors. Continued appointment under the letter is contingent on continued satisfactory performance, re-nomination and approval by the Nominating Committee of the Board of Directors, re-election by the shareholders and any relevant statutory provisions and provisions of our Articles of Association relating to removal of a director.

 

EXECUTIVE OFFICERS OF THE COMPANY

 

Below is a list of our executive officers as of the date of this proxy statement. There are no family relationships between any of our executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected. Information with respect to the directors and director nominees of the Company, including information for Dr. Peter Wrighton-Smith, is included under the caption 

Board of Directors and Corporate Governance.

 

 

   

Name

Age

Position

     

Peter Wrighton-Smith, Ph.D.

42

Chief Executive Officer and Class III Director

     

Richard M. Altieri

57

Chief Financial Officer

     

Jeff R. Schroeder

55

Chief Commercial Officer

     

Peter Edwardson, Ph.D.

55

Chief Operations Officer

     

Elizabeth M. Keiley

51

Senior Vice President, General Counsel

 

 

Peter Wrighton-Smith, Chief Executive Officer 

 

For biographical information regarding Dr. Wrighton-Smith, refer to the discussion under “Board of Directors and Corporate Governance”.

 

Richard M. Altieri, Chief Financial Officer

 

Mr. Altieri is our Chief Financial Officer, a position he has held since joining us in January 2012. Before joining the Company, from July 2007 through December 2011, Mr. Altieri was vice president and chief financial officer of Salient Surgical Technologies, Inc., a medical technology company that developed and marketed surgical advanced energy products. From 2004 to 2007, Mr. Altieri was senior vice president of finance and chief financial officer of Straumann USA, a global leader in the field of implant dentistry and dental tissue regeneration. Earlier in his career, beginning in 1992, Mr. Altieri was vice president and chief financial officer of Mitek Surgical Products, Inc., which was acquired by Johnson & Johnson in 1995. Following the acquisition, Mr. Altieri continued to oversee the financial operations of DePuy Mitek as vice president – finance through 2004. Mr. Altieri earned his bachelor’s degree in Accounting from Northeastern University and his master’s degree in Business Administration from Babson College.

 

Jeff R. Schroeder, Chief Commercial Officer

 

Mr. Schroeder has been our Chief Commercial Officer since October 2013, overseeing worldwide sales and marketing operations. Prior to becoming our Chief Commercial Officer, Mr. Schroeder served as our President, North America from February 2007 to October 2013, overseeing sales and marketing operations in the United States. Before joining Oxford Immunotec, from 2002 to 2007, he served as vice president of sales, breast health and vice president of marketing at Cytyc Corporation, which manufactured and sold tests used in the diagnosis of cervical cancer and other women’s health-related illnesses and merged with Hologic Corporation in 2007. Before working at Cytyc, from 2000 to 2002, Mr. Schroeder was vice president, sales and marketing for CytoLogix Corporation, a cellular diagnostics company. Earlier in his career, from 1984 to 2000, Mr. Schroeder held various sales positions with increasing levels of responsibility for the diagnostics division of Abbott Laboratories, ultimately becoming director of worldwide marketing for the division. Mr. Schroeder earned his bachelor’s degree from Southeast Missouri State University.

 

Peter Edwardson, Ph.D., Chief Operations Officer

 

Dr. Edwardson has been our Chief Operations Officer since October 2013, overseeing manufacturing, research and development activities and regulatory affairs worldwide, and our quality assurance and laboratory operations outside the U.S. Prior to becoming our Chief Operations Officer, Dr. Edwardson served as General Manager of our operations in the United Kingdom, with primary responsibility for all manufacturing and research and development activities. Dr. Edwardson joined Oxford Immunotec in 2008 and has over 20 years of experience in the medical device industry in both small start-up companies and large corporations. Immediately before joining Oxford Immunotec, from 2003 to 2008, Dr. Edwardson was vice president of medical technologies for Prometic Biosciences Ltd., a subsidiary of Prometic Life Sciences Inc., which designed, developed, manufactured and commercialized affinity adsorbents sold to biopharmaceutical companies for use in their drug manufacturing processes. From 1999 to 2003, he served as technical director at Tayside Flow Technologies and Tissuemed Ltd, two start-up companies focused on development and commercialization of implantable devices. Dr. Edwardson earned his bachelor’s degree in Biochemistry and Physiology from Leeds University and his doctorate from Cambridge University.

 

 

Elizabeth M. Keiley, Senior Vice President and General Counsel

 

Ms. Keiley is our Senior Vice President, General Counsel, having been promoted in March 2017. From January 2015 to March 2017, she held the position of Vice President, General Counsel. In this role, Ms. Keiley has had responsibility for all of our legal affairs. She joined us in September 2012 and served as Associate General Counsel until her promotion in January 2015 to Vice President, General Counsel. Before joining us, from July 2008 to March 2012, Ms. Keiley was Assistant General Counsel, Americas of Zimmer, Inc., a subsidiary of Zimmer Holdings, Inc., the world’s largest pure-play orthopedic device manufacturer. Before working at Zimmer, Ms. Keiley was a trial lawyer and partner with Wildman, Harrold, Allen & Dixon in Chicago, Illinois where she represented clients in a wide variety of commercial disputes and transactions. Ms. Keiley earned her bachelor’s degree in Psychology/Philosophy from Boston College and her juris doctor from Loyola University School of Law.

 

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The following table summarizes information regarding the compensation awarded to, earned by or paid to our Chief Executive Officer, as well as our Chief Commercial Officer and Chief Financial Officer, who were our next two most highly compensated executive officers during 2016. We refer to these individuals as our named executive officers.

 

 

Name and principal

position held at the

end of Fiscal 2016

 

 

 

Year

   

Salary

   

Stock

awards

(1)

   

Option

awards

(1)

   

Non-equity incentive plan compensation (2)

   

All other compensation

   

Total

($)

 
 

Peter Wrighton-Smith

 

2016

    $ 370,383     $ 316,000 (4)     $ 594,446     $ 295,603     $ 20,004 (5)     $ 1,596,436  
 

Chief Executive Officer (3)

 

2015

    $ 414,526     $ 311,572 (6)     $ 602,910     $ 256,073     $ 31,189 (7)     $ 1,616,270  
                                                           
 

Jeff R. Schroeder

 

2016

    $ 347,000     $ 127,247 (8)     $ 235,353     $ 217,569     $ 4,772 (9)     $ 931,941  
 

Chief Commercial Officer

 

2015

    $ 334,000     $ 114,344 (10)     $ 221,120     $ 173,100           $ 842,564  
                                                           
 

Richard M. Altieri

 

2016

    $ 300,000     $ 100,007 (11)     $ 184,961     $ 217,170     $ 4,500 (12)     $ 806,638  
 

Chief Financial Officer

  2015(13)                                      

(1)

Amounts shown reflect the grant date fair value of options, restricted shares and restricted share units awarded in 2015 and 2016, as applicable, determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10, “Share option and equity incentive plans,” to our audited consolidated financial statements included in our 2016 Form 10-K.

(2)

2016 figures include amounts paid in March 2017 under our annual cash bonus program and earned with respect to 2016 performance. 2015 figures include amounts paid in March 2016 under our annual cash bonus program and earned with respect to 2015 performance. See “—2016 incentive compensation” below for more information on these payments.

 

 

(3)

Except for the equity awards made to Dr. Wrighton-Smith since becoming a publicly traded company, compensation paid to Dr. Wrighton-Smith is denominated in Pounds Sterling. For purposes of this table, all 2015 amounts have been converted based on the Pound Sterling/U.S. Dollar exchange rate in effect as of December 31, 2015 (£1/$1.48045). 2016 amounts have been converted based on the Pound Sterling/U.S. Dollar exchange rate in effect as of December 31, 2016 (£1/$1.23461).

(4)

Amount reflects 30,950 restricted share units awarded in 2016, the restrictions of which lapse over four years, with 40% lapsing on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 30% on the fourth anniversary of the date of grant.

(5)

Amount represents a Company match of voluntary retirement plan contributions made by Dr. Wrighton-Smith in the amount of $15,538 and benefits payable under other Company benefit plans available to all employees in the aggregate amount of $4,466.

(6)

Amount reflects 22,066 restricted share units awarded in 2015, the restrictions of which lapse over four years, with 40% lapsing on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 30% on the fourth anniversary of the date of grant.

(7)

Amount represents a Company match of voluntary retirement plan contributions made by Dr. Wrighton-Smith in the amount of $28,147 and benefits payable under other Company benefit plans available to all employees in the aggregate amount of $3,042.

(8)

Amount reflects 12,463 restricted share units granted in 2016, the restrictions of which lapse over four years, with 40% lapsing on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 30% on the fourth anniversary of the date of grant.

(9)

Amount represents a Company match under the Company’s 401(k) Plan.

(10)

Amount reflects 8,098 restricted share units granted in 2015, the restrictions of which lapse over four years, with 40% lapsing on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 30% on the fourth anniversary of the date of grant.

(11) Amount reflects 9,795 restricted share units awarded in 2016, the restrictions of which lapse over four years, with 40% lapsing on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 30% on the fourth anniversary of the date of grant.

(12)

Amount represents a Company match under the Company’s 401(k) Plan.

(13)

In 2015, Mr. Altieri was not our third highest compensated executive officer. Accordingly, information from Mr. Altieri in 2015 is not reflected.

 

 

Peer Group

 

When setting executive compensation, the Remuneration Committee considers relevant market pay practices to increase our ability to recruit and retain high performing talent. In assessing market competitiveness, the compensation of our named executive officers is reviewed against executive compensation of a peer group of publicly-traded companies (the “Peer Group”). In 2016, we focused on companies offering comparable services and products, of a comparable size with respect to revenue, market capitalization and employees.

 

 

For purposes of setting executive compensation for 2016, our Peer Group consisted of the following companies:

 

 

Company

Symbol

   

# of

Employee

 

Revenue

($M)

   

Net Income

($M)

   

Market Value

($M)

 
 

AtriCure

ATRC

   

430

   

142.5

   

-35.0

   

626.1

 
 

BioLase Technology

BIOL

   

200

   

50.4

   

-15.6

   

118.4

 
 

Cerus

CERS

   

176

   

34.6

   

-65.5

   

547.5

 
 

ConforMIS

CFMS

   

380

   

72.1

   

-61.2

   

385.1

 
 

Cutera

CUTR

   

262

   

103.0

   

-2.2

   

216.5

 
 

Derma Sciences

DSCI

   

260

   

84.9

   

-18.0

   

130.3

 
 

Entellus Medical

ENTL

   

243

   

68.5

   

-23.0

   

353.2

 
 

GenMark Diagnostics

GNMK

   

233

   

45.2

   

-46.0

   

540.8

 
 

Invuity

IVTY

   

148

   

26.5

   

-41.4

   

112.8

 
 

LeMaitre Vascular

LMAT

   

339

   

81.8

   

9.4

   

438.6

 
 

NanoString

NSTG

   

307

   

75.3

   

-43.7

   

467.4

 
 

NeoGenomics

NEO

   

850

   

175.2

   

-1.0

   

724.8

 
 

OraSure Technologies

OSUR

   

326

   

122.7

   

12.4

   

487.5

 
 

Pacific Biosciences

PACB

   

394

   

90.1

   

-37.4

   

653.0

 
 

Rockwell Medical

RMTI

   

300

   

55.6

   

-18.4

   

346.5

 
 

STAAR Surgical

STAA

   

360

   

79.9

   

-12.8

   

444.9

 
 

SurModics

SRDX

   

168

   

70.6

   

8.7

   

327.0

 
 

Tandem Diabetes

TNDM

   

482

   

87.9

   

-70.5

   

71.7

 
 

Utah Medical Products

UTMD

   

169

   

40.2

   

12.7

   

256.5

 
 

Vascular Solutions

VASC

   

568

   

154.8

   

9.7

   

962.7

 
 

Veracyte

VCYT

   

192

   

54.6

   

-38.3

   

247.7

 

 

 

2016 Incentive Compensation

 

In 2016, our management incentive compensation plan provided our named executive officers with an annual cash incentive compensation opportunity. For all executive officers, except our chief executive officer, the annual cash incentive compensation opportunity was equal to 50% of the executive officer’s base salary. For our chief executive officer, the annual cash incentive compensation opportunity was equal to 70% of his base salary. In the case of each executive officer, the annual cash incentive compensation opportunity was subject to our achievement of corporate performance goals established by the Remuneration Committee at the beginning of the fiscal year, and the achievement of qualitative and quantitative individual performance goals established at the beginning of the fiscal year by our Remuneration Committee for Dr. Wrighton-Smith and by Dr. Wrighton-Smith for the other executive officers. The Remuneration Committee annually establishes the weightings to be given to corporate versus individual goals.

 

For 2016, our corporate goals included the achievement of certain revenue levels for the United States and outside the United States, gross margin targets and product development milestones. For 2016, our corporate goals were achieved at 114%. The following was our determination of individual goal attainment in 2016: Dr. Wrighton-Smith, 100%; Mr. Schroeder, 110%; and Mr. Altieri, 127%. The actual award amounts were calculated by multiplying the base salary for each named executive by his target bonus % and that result is multiplied by the individual goal attainment % times the corporate goal attainment %. The corporate and individual goals include milestones related to pipeline development, business development, financial performance, and other group-based and/or individual objectives. The precise objectives for each executive officer are considered commercially sensitive and, therefore, not disclosed in detail.

 

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2016. All options are options to purchase ordinary shares.

 

     

Option awards

 

Stock awards

 
 

Name

 

Number of

securities

underlying unexercised options exercisable (1)

   

Number of securities underlying unexercised options unexercisable (2)

   

Option

exercise price

(3)

 

Option expiration

date

 

Number of shares or units

of stock that have not

vested (4)

 

Market value of shares

or units of stock that

have not vested (5)

 
 

Peter Wrighton-Smith

                                         
 

3/4/2016

    0       128,959     $ 10.21  

3/4/2026

               
 

3/4/2016

                              30,950 (6)   $ 462,703  
 

6/19/2015

    10,482       31,449     $ 14.12  

6/19/2025

               
 

6/19/2015

                              22,066 (7)   $ 329,887  
 

1/16/2015

    24,630       26,773     $ 14.57  

1/16/2025

               
 

3/3/2014

    55,007       20,433     $ 22.99  

1/1/2024

               
 

3/3/2014

                              45,264 (8)   $ 676,697  
 

2/28/2013 (9)

    101,438       0     $ .0.81  

2/17/2020

               
 

11/7/2012

    192,835       0     $ 0.81  

12/31/2022

               
 

Jeff R. Schroeder

                                         
 

3/4/2016

    0       51,931     $ 10.21  

3/4/2026

               
 

3/4/2016

                              12,463 (6)   $ 186,322  
 

6/19/2015

    3,935       11,805     $ 14.12  

6/19/2025

               
 

6/19/2015

                              8,098 (7)   $ 121,065  
 

1/16/2015

    8,870       9,643     $ 14.57  

1/16/2025

               
 

3/3/2014

    26,629       9,891     $ 22.99  

1/1/2024

               
 

3/3/2014

                              21,912 (8)   $ 327,584  
 

11/7/2012

    66,947       0     $ 0.81  

12/31/2022

               
 

2/29/2012

    12,485       0     $ 0.18  

12/31/2021

               
 

3/19/2010 (10)

    22,371       0     $ 0.09  

10/23/2017

               
 

3/19/2010 (11)

    22,371       0     $ 0.09  

5/11/2018

               
 

3/19/2010 (12)

    13,783       0     $ 0.09  

2/11/2017

               
 

2/18/2010

    93,804       0     $ 0.09  

3/31/2020

               
                                             
 

Richard M. Altieri

                                         
 

3/4/2016

    0       40,812     $ 10.21  

3/4/2026

               
 

3/4/2016

                              9,795 (6)   $ 146,435  
 

6/19/2015

    3,072       9,216     $ 14.12  

6/19/2025

               
 

6/19/2015

                              6,865 (7)   $ 102,632  
 

1/16/2015

    8,024       8,723     $ 14.57  

1/16/2025

               
 

3/3/2014

    20,941       7,779     $ 22.99  

1/1/2024

               
 

3/3/2014

                              17,232 (8)   $ 257,618  
 

11/7/2012

    62,356       0     $ 0.81  

12/31/2022

               
 

2/3/2012

    152,330       0     $ 0.18  

3/31/2022

               

 

(1)

The amounts recorded include only option awards made pursuant to the Company’s share incentive plans and do not include restricted share awards or restricted share units. Restricted share awards and restricted share units are separately reported in this table.

 

 

(2)

Unless otherwise noted, option awards granted before June 15, 2015 vest in 48 equal monthly installments after the vesting start date and are subject to continued service. Option awards granted after June 15, 2015 vest annually over four years on the anniversary of the vesting start date.

(3)

The exercise price of the options is not less than the fair market value of our ordinary shares. For options issued prior to our initial public offering in November 2013, fair market value of our ordinary shares was determined by our Board of Directors using an independent third-party valuation. For options issued since our initial public offering in November 2013, fair market value of our ordinary shares is the closing price of the Company shares on the date of grant.

(4)

The restrictions applicable to the restricted share awards and restricted share units granted to our senior executives generally lapse over four years as follows: 40% on the two-year anniversary of date of grant, 30% on the third anniversary of date of grant and 30% on the fourth anniversary of date of grant. All restricted share awards reported were granted on March 3, 2014. All restricted share units reported were granted on June 19, 2015 and March 4, 2016.

(5)

The market value of the shares that have not vested was determined by multiplying the number of shares or units that have not vested by the closing price of the Company’s stock on the last day of the completed fiscal year reported.

(6)

The amount reflects the number of restricted share units awarded in 2016.

(7)

The amount reflects the number of restricted share units awarded in 2015.

(8)

The amount reflects the number of restricted share awards granted in 2014.

(9)

This option was partially vested on the date of grant, February 28, 2013, and continued to vest as to the balance in 13 equal monthly installments starting March 1, and continuing thereafter on each of April 1, May 1, June 1, July 1, August 1, September 1, October 1, November 1, December 1, 2013 and January 1, February 1, March 1 and April 1, 2014.

(10)

This option was issued in connection with an option exchange offer that occurred on March 19, 2010. The option was partially vested on March 19, 2010, and continued to vest as to the balance in equal monthly installments based on a 48-month vesting schedule that originally commenced, prior to the exchange offer, on October 24, 2007, the initial vesting date. This option vested in full on the final vesting date, October 23, 2011.

(11)

This option was issued in connection with an option exchange offer that occurred on March 19, 2010. The option was fully vested on March 19, 2010.

(12)

This option was issued in connection with an option exchange offer that occurred on March 19, 2010. The option was partially vested on March 19, 2010, and continued to vest as to the balance in equal monthly installments based on a 48-month vesting schedule that originally commenced, prior to the exchange offer, on February 12, 2007, the initial vesting date. This option vested in full on the final vesting date, February 11, 2011.

 

Agreements with our named executive officers

 

Peter Wrighton-Smith, Ph.D.

 

We entered into a service agreement with Dr. Wrighton-Smith dated October 21, 2002 that, together with amendments dated October 17, 2007 and November 8, 2013, sets forth the terms and conditions under which Dr. Wrighton-Smith serves as our Chief Executive Officer. The agreement has no specific term. Dr. Wrighton-Smith’s current annual base salary is £300,000, or approximately $370,000.

 

 

Dr. Wrighton-Smith’s option awards reflected in the table above include a “double trigger” to accelerated vesting upon a change in control. Under the terms of the option agreements, the unvested portions of the awards will automatically vest if (i) within one year of a change in control the Company terminates Dr. Wrighton-Smith’s employment other than for cause or (ii) Dr. Wrighton-Smith terminates employment for a good reason. If the event constituting good reason is the change in composition of the Company’s Board of Directors, accelerated vesting will apply only if the change in Board of Directors composition occurs after the one year anniversary but prior to the third anniversary of the change in control. For purposes of these option awards, a change in control event will be deemed to occur upon the purchase of substantially all of our outstanding shares by, or the sale of substantially all of our assets to, a third party. Both we and Dr. Wrighton-Smith must give a minimum of 12 months’ prior notice to terminate his employment, other than for cause (as defined in his service agreement). We have the right to place Dr. Wrighton-Smith on paid leave rather than allowing him to continue to provide services during this notice period. If we elect to place him on leave, the period of leave would be counted as part of the post-employment non-competition period. Dr. Wrighton-Smith is obligated to refrain from competition with us for 12 months after his termination, unless that period is shortened by a period of leave.

 

Although not specified in his service agreement, as discussed above, Dr. Wrighton-Smith is eligible for an annual cash incentive opportunity equal to a percentage of his base salary determined by the Remuneration Committee, subject to achievement of corporate and individual performance goals established by the Remuneration Committee at the beginning of each fiscal year. For 2016, the annual cash incentive opportunity was equal to 70% of Dr. Wrighton-Smith’s base salary.

 

Jeff R. Schroeder

 

We entered into an amended and restated employment agreement with Mr. Schroeder dated October 1, 2013 that sets forth the terms and conditions of Mr. Schroeder’s employment as our Chief Commercial Officer. The agreement has no specific term and establishes an at-will employment relationship. Mr. Schroeder’s current annual base salary is $357,000.

 

Mr. Schroeder’s option awards provide that, upon a change of control event, the portion of the option that would have vested in the succeeding twelve months will accelerate and vest immediately prior to the change of control event. For purposes of these option awards, a change of control event will generally be deemed to occur upon the purchase of substantially all of our outstanding shares by, or the sale of substantially all of our assets to, a third party.

 

We may terminate Mr. Schroeder’s employment with or without cause and without notice, but Mr. Schroeder is required to provide at least one month’s advance notice to us if he is terminating his employment. If we terminate Mr. Schroeder’s employment other than for cause (as defined in his employment agreement) or Mr. Schroeder terminates his employment for good reason (as defined in his employment agreement), he will be entitled to receive, subject to certain conditions, severance equal to nine months of his then current base salary, payable as salary continuation. The severance amount will be reduced by any other compensation Mr. Schroeder earns from employment or self-employment during the severance period. Mr. Schroeder’s right to receive any severance payment is conditioned on, among other things, providing us with a signed release, complying with all post-employment obligations and restrictions, including non-competition restrictions, and diligently pursuing alternate employment. Mr. Schroeder is obligated to refrain from engaging in competition with us for a period of one year after any termination.

 

Although not specified in his employment agreement, as discussed above, Mr. Schroeder is eligible for an annual cash incentive opportunity equal to 50% of his base salary, subject to achievement of corporate performance goals established by the Remuneration Committee as well as individual performance goals established by Dr. Wrighton-Smith at the beginning of each fiscal year.

 

 

Richard M. Altieri

 

We entered into an amended and restated employment agreement with Mr. Altieri dated October 1, 2013 that sets forth the terms and conditions under which Mr. Altieri serves as our Chief Financial Officer. The agreement has no specific term and establishes an at-will employment. Mr. Altieri’s current annual base salary is $318,000.

 

Mr. Altieri’s option awards provide that, upon a change of control event, the portion of the option that would have vested in the succeeding 12 months will accelerate and vest immediately prior to the change of control event. For purposes of these option awards, a change of control event will generally be deemed to occur upon the purchase of substantially all of our outstanding shares by, or the sale of substantially all of our assets to, a third party.

 

We may terminate Mr. Altieri’s employment with or without cause and without notice, but Mr. Altieri is required to provide at least one month’s advance notice to us if he is terminating his employment. If we terminate Mr. Altieri’s employment other than for cause (as defined in his employment agreement), or Mr. Altieri terminates his employment for good reason (as defined in his employment agreement), he will be entitled to receive, subject to certain conditions, severance equal to nine months of his then current base salary, payable as salary continuation. The severance amount will be reduced by any other compensation Mr. Altieri earns from employment or self-employment during the severance period. Mr. Altieri’s right to receive any severance payment is conditioned on, among other things, providing us with a signed release, complying with all post-employment obligations and restrictions, including non-competition restrictions, and diligently pursuing alternate employment. Mr. Altieri is obligated to refrain from engaging in competition with us for a period of one year after any termination.

 

Although not specified in his employment agreement, as discussed above, Mr. Altieri is eligible for an annual cash incentive opportunity equal to 50% of his base salary, subject to achievement of corporate performance goals established by the Remuneration Committee as well as individual performance goals established by Dr. Wrighton-Smith at the beginning of each fiscal year.

 

Retirement Plans

 

401(k) Plan

 

We maintain a tax-qualified retirement plan for our U.S.-based employees that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. We make matching contributions into the 401(k) plan up to a maximum match of 3%. Participants have the ability to contribute pre-tax and/or Roth contributions to the plan. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

 

 

U.K. Defined Contribution Plan

 

In the U.K., we maintain a defined contribution plan that provides employees with an opportunity to contribute a portion of their monthly salary into the plan. If an employee elects to participate in the plan, there is a minimum employee contribution of 5% of monthly salary; there is no maximum limit to the employee contribution. The employee contribution to this plan is matched by us up to a maximum of 5% of monthly salary. All U.K. employees are eligible to participate in this plan and will be automatically enrolled onto the plan in the first month of employment. An employee automatically enrolled has the right to opt out of the scheme in the month following automatic enrollment; failure to opt out within this time period will result in the employee remaining in the scheme on a contributory basis for the remainder of employment with the Company.

 

Employees are able to elect to participate in the scheme on a so-called “salary exchange” pursuant to which employees agree to a reduction in monthly salary in an amount equal to the defined contribution plan election. The amount of the reduction, together with the tax and national insurance savings to the employee and us as a result of the salary reduction, are contributed into the plan in addition to the 5% matching contribution described above.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth the beneficial ownership of ordinary shares as of April 13, 2017 by:

 

 

Each beneficial owner of more than 5% of our ordinary shares;

 

 

Each current director or nominee;

 

 

Each named executive officer included in the 2016 Summary Compensation Table; and

 

 

All of our directors and executive officers as a group.

 

As of April 13, 2017, 22,835,669 ordinary shares were outstanding. The number of ordinary shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information contained in the following table does not necessarily indicate beneficial ownership for any other purpose and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, shares subject to options, warrants, other convertible securities or rights held by that person that are currently exercisable or will become exercisable on or before June 12, 2017 (60 days after April 13, 2017), are deemed to be beneficially owned by such person and included in the outstanding shares used to calculate their beneficial ownership. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

 

 

Unless otherwise noted below, the address for each beneficial owner in the table below is c/o Oxford Immunotec Global PLC, 94C Innovation Drive, Milton Park, Abingdon, OX14 4RZ, United Kingdom, and each individual beneficial owner has sole voting and dispositive power with respect to the shares shown below.

 

Oxford Immunotec Global PLC

 

Beneficial Ownership Table

 

As of April 13, 2017

 
                                   
     

Amount and nature of beneficial ownership

   

Percent

 
                             

of Class

 
 

Name and address of beneficial owner

 

Ordinary

Shares

   

Options

   

Total

   

of Total

 
                                   
 

5% shareholders:

                               
 

Invesco (1)

    1,783,752             1,783,752       7.81%  
 

Polar Capital LLP (2)

    1,732,603             1,732,603       7.59%  
 

Redmile Group, LLC (3)

    1,701,049             1,701,049       7.45%  
 

Clarus Lifesciences I, L.P. (4)

    1,159,425               1,159,425       5.08%  
 

Named executive officers and directors:

                               
 

Peter Wrighton-Smith, Ph.D. (5)

    394,305       387,970       782,275       3.37%  
 

Richard M. Altieri (6)

    30,428       265,681       296,109       1.28%  
 

Jeff R. Schroeder (7)

    141,088       193,659       370,687       1.45%  
 

Ronald A. Andrews, Jr. (8)

          24,856       24,856       0.11%  
 

Patrick J. Balthrop, Sr. (9)

          21,127       21,127       0.09%  
 

Patricia Randall (10)

    8,650       74,600       83,250       0.36%  
 

Herm Rosenman (11)

          44,742       44,742       0.20%  
 

Richard A. Sandberg (12)

    17,174       39,021       56,195       0.25%  
 

Steven L. Spotts (13)

          51,930       51,930       0.23%  
 

James R. Tobin (14)

          37,285       37,285       0.16%  
 

A. Scott Walton (15)

          24,856       24,856       0.11%  
                                   
 

All executive officers and directors as a group (13 persons) (16)

    630,579       1,366,286       1,996,862       8.11%  

 

(1)

As reported on an Amended Schedule 13G/A (filed with the SEC on February 8, 2017) by Invesco Ltd., or Invesco. As of December 31, 2016, Invesco had sole dispositive power and voting power over 1,783,752 shares. Invesco Asset Management Limited, a subsidiary of Invesco, is an investment adviser that holds these shares. The address of Invesco is 1555 Peachtree Street NE, Atlanta, GA 30309.

 

 

(2)

As reported on Schedule 13G/A (filed with the SEC on March 6, 2017) by Polar Capital, LLP. As of December 31, 2016, Polar Capital had sole dispositive power and voting power over 1,732,603 shares. The address of Polar Capital LLP is 16 Palace Street, London, SW1E 5JD.

(3)

As reported on an Amended Schedule 13G/A (filed with the SEC on February 14, 2017) by Redmile Group LLC, or Redmile. Redmile serves as the general partner and/or investment manager to the limited partnerships and pooled investment vehicles that own the shares. Redmile, as the general partner and/or investment manager to the limited partnership(s), pooled investment vehicle(s), etc. and Jeremy Green, as the majority managing member and owner of Redmile, may therefore be deemed to beneficially own securities owned by such investment limited partnership, pooled investment vehicle, etc. for the purposes of Rule 13d-3 of the Act, insofar as they may be deemed to have the power to direct the voting or disposition of the shares. As of December 31, 2016, Redmile and Mr. Green had shared dispositive power and voting power over 1,701,049 shares. Redmile and Mr. Green disclaim beneficial ownership of all shares held of record by Redmile in which they do not have an actual pecuniary interest. The address of Redmile is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA  94111.

(4)

As reported on an Amended Schedule 13G/A (filed with SEC on February 10, 2017) by Clarus Lifesciences I, L.P., or Clarus. Clarus Ventures I Management, L. P., or Clarus I Management, as the sole general partner of Clarus I, may be deemed to beneficially own certain of the shares held of record by Clarus. Clarus Ventures I, LLC, or Clarus I GPLLC, as the sole general partner of Clarus I Management, may be deemed to beneficially own certain of the shares held of record by Clarus. Clarus I Management and the GPLP disclaim beneficial ownership of all shares held of record by Clarus in which Clarus I Management and Clarus I GPLLC do not have an actual pecuniary interest. Clarus Ventures I, LLC, or the GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, Dennis Henner, Robert W. Liptak, Nicholas J. Simon and Kurt C. Wheeler, as individual Managing Directors of Clarus I GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. The address of Clarus is 101 Main Street, Suite 1210, Cambridge, MA 02142.

(5)

Includes 5,285 ordinary shares underlying options exercisable within 60 days.

(6)

Includes 1,895 ordinary shares underlying options exercisable within 60 days.

(7)

Includes 2,293 ordinary shares underlying options exercisable within 60 days.

(8)

Includes 12,428 ordinary shares underlying options exercisable within 60 days.

(9)

Includes 12,428 ordinary shares underlying options exercisable within 60 days.

(10)

Includes 12,429 ordinary shares underlying options exercisable within 60 days. All shares are held in the Patricia Randall Trust, of which Ms. Randall is the sole trustee and beneficiary.

(11)

Includes 7,457 ordinary shares underlying options exercisable within 60 days.

(12)

Includes 7,457 ordinary shares underlying options exercisable within 60 days.

(13)

Includes 7,457 ordinary shares underlying options exercisable within 60 days.

(14)

Includes 12,429 ordinary shares underlying options exercisable within 60 days.

(15)

Includes 12,428 ordinary shares underlying options exercisable within 60 days.

(16)

Includes 96,868 ordinary shares underlying options exercisable within 60 days.

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

All of our directors, executive officers and any greater than 10 percent shareholders are required by Section 16(a) of the Exchange Act to file with the SEC initial reports of ownership and reports of changes in ownership of shares and to furnish us with copies of such reports. Based on a review of those reports and written representations that no other reports were required, we believe that our Section 16 officers and directors complied with all of their applicable Section 16(a) filing requirements. The sole exception to this was the Form 4 for Dr. Edwardson which was inadvertently filed in November 2016 outside of the timeframe prescribed by Section 16.

 

 

TRANSACTIONS WITH RELATED PERSONS

 

 

There were no transactions during 2016 in which we were a participant where the amount involved exceeded $120,000 and one or more of our executive officers, directors, director nominees or 5% shareholders, or their immediate family members had a direct or indirect material interest. We refer to these as “related person transactions.”

 

Related Person Transactions Policy

 

We have adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee will be responsible for reviewing and approving related person transactions. In the course of its review and approval of related person transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy will require our Audit Committee to consider, among other factors it deems appropriate:

 

the related person’s relationship to us and interest in the transaction;

 

the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

 

the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;

 

the benefits to us of the proposed transaction;

 

if applicable, the availability of other sources of comparable products or services; and

 

an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

 

The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our shareholders, as the Audit Committee determines in good faith.

 

 

AUDIT COMMITTEE REPORT 

 

Review of the Company’s Audited Financial Statements for the Year ended December 31, 2016

 

Our Audit Committee has reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2016. Our Audit Committee has also discussed with Ernst & Young LLP, our U.S. independent registered public accounting firm, the matters required to be discussed by Auditing Standard No.16, Communications with Audit Committees (AS16), as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

 

Our Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence, and our Audit Committee has discussed with Ernst & Young LLP its independence from management and the Company.

 

Based on our Audit Committee’s review and discussions with management and the independent auditors, and subject to the limitations of the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, our Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC.

 

 

The Audit Committee of the Board of Directors 

 

Herm Rosenman, Chairman

Richard A. Sandberg

Stephen L. Spotts

A. Scott Walton

 

 

The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

 

The Audit Committee approves Ernst & Young LLP’s and its affiliates’ audit and non-audit services in advance as required under Sarbanes-Oxley and SEC rules. Before the commencement of each fiscal year, the Audit Committee appoints the independent auditor to perform audit services that we expect to be performed for the fiscal year and appoints the auditor to perform audit-related, tax and other permitted non-audit services. In addition, our Audit Committee approves the terms of the engagement letter to be entered into by us with the independent auditor. The Audit Committee has also delegated to its chairman the authority, from time to time, to pre-approve audit-related and non-audit services not prohibited by law to be performed our independent auditors and associated fees, provided that the chairman shall report any decisions to pre-approve such audit-related and non-audit services and fees to our full Audit Committee at its next regular meeting.

 

 

The table below sets forth the fees billed by to Ernst & Young LLP over the past two years in connection with its work for us, including our subsidiary, Oxford Immunotec Limited. All such audit, audit-related and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

 

Fees billed by Ernst & Young LLP in 2015 and 2016 were as follows:

 

 

 

Fees (all USD)

 

2015

   

2016

 
                   
 

Audit Fees (1)

    702,683       693,943  
                   
 

Audit-related Fees

           
                   
 

Tax Fees

           
                   
 

All Other Fees

           
                   
 

Total

    702,683       693,943  

 

(1) Fees billed for audit services in 2015 and 2016 consisted of audit of our annual financial statements, statutory audits and services related to SEC matters.

 

 

Representatives of Ernst & Young LLP are expected to be present at the Meeting and will be allowed to make a statement if they wish. Additionally, they will be available to respond to appropriate questions from shareholders during the Meeting.

 

 

ADDITIONAL INFORMATION 

 

U.K. Statutory Annual Accounts and Reports of the Board of Directors and Auditors of Oxford Immunotec Global PLC for the period January 1, 2016 through December 31, 2016

 

Consistent with its obligations under the U.K. Companies Act 2006, our Board of Directors will present at the Meeting our U.K. statutory annual accounts and reports for the period January 1, 2016 through December 31, 2016. Accordingly, our Board of Directors will lay before the Company at the Meeting the Company’s U.K. statutory annual accounts and reports for the period January 1, 2016 through December 31, 2016, which have been approved by and, where appropriate, signed on behalf of our Board of Directors and will be delivered to the Registrar of Companies in the United Kingdom following the Meeting. Copies of our U.K. statutory directors’ remuneration report, including the annual report on remuneration, is included as Annex A to this proxy statement. A complete copy of our U.K. statutory annual accounts and reports, including the statutory Board of Directors report, strategic report, and auditor’s report on our U.K. accounts is attached hereto and incorporated herein. You will be provided an opportunity to raise questions in relation to such accounts and reports at the Meeting. Full accounts and reports will be available for inspection prior to and during the Meeting.

 

Shareholders’ Rights to Call a General Meeting

 

Our shareholders have the right to call a meeting of our shareholders. The U.K. Companies Act 2006 generally requires the directors to call a general meeting once we have received requests to do so from shareholders representing at least 5% of our paid-up shares entitled to vote at a general meeting. The U.K. Companies Act 2006 generally prohibits shareholders of a U.K. public limited company from passing written resolutions. However, significant shareholders would, in any case, still have the power to call a general meeting and propose resolutions. These provisions are mandatory under the U.K. Companies Act 2006 and cannot be waived by our shareholders.

 

Shareholder Proposals for 2018 Annual General Meeting

 

In order to be considered for inclusion in our proxy statement for our 2018 annual general meeting of shareholders, shareholder proposals must be received by the Company at the Office of the Company Secretary, 94C Innovation Drive, Milton Park, Abingdon, Oxfordshire OX14 4RZ no later than 120 days before the anniversary of the date on which we sent our proxy materials for the Meeting, or December 26, 2017. However, if the date of such annual general meeting is more than 30 calendar days from the date of the anniversary of the Meeting, then the notice must be received by our Company Secretary a reasonable time before we begin to print and send our proxy materials.  

 

Shareholder proposals submitted for consideration at our 2018 annual general meeting of shareholders, but not submitted for inclusion in our proxy statement for our 2018 annual general meeting of shareholders, must be received by the Company at the Office of the Company Secretary, 94C Innovation Drive, Milton Park, Abingdon, Oxfordshire OX14 4RZ no later than 45 days before the anniversary of the date of the Meeting, or April 22, 2018. However, if the date of the 2018 annual general meeting is changed by more than 30 calendar days from the date of the anniversary of the Meeting, the notice must be received by our Company Secretary at least 45 days prior to the date we intend to distribute our proxy materials with respect to the 2018 annual general meeting. If a shareholder does not timely provide notice as described above, proxies solicited on behalf of our management for the 2018 annual general meeting will confer discretionary authority to vote with respect to any such matter, as permitted by the proxy rules of the SEC.

 

 

Under section 338 of the U.K. Companies Act (2006), shareholders representing at least 5% of holders entitled to vote on a resolution at an annual general meeting may require the Company to include such resolution in its notice of an annual general meeting. Provided the applicable thresholds are met, notice of the resolution must be received by the Company at the Office of the Company Secretary, 94C Innovation Drive, Milton Park, Abingdon, Oxfordshire OX14 4RZ at least six weeks prior to the date of the annual general meeting, or, if later, at the time notice of the annual general meeting is delivered to shareholders.

 

Householding Notice– Important Notice Regarding Delivery of Shareholder Documents

 

The SEC rules allow companies, subject to certain conditions, to send only one proxy statement and annual report to shareholders to two or more shareholders who share the same last name and address. This "householding" rule provides greater convenience for shareholders and cost savings for companies by reducing the number of duplicate documents that households receive.

 

If you are an Oxford Immunotec Global PLC shareholder who resides in the same household with another shareholder with the same last name, or if you hold more than one account with Computershare registered in your name at the same address, and wish to receive a separate proxy statement and annual report to shareholders for each account, please contact our transfer agent, Computershare, PO Box 43001, Providence, RI 02940-3001 USA. You may also call Computershare as follows: within the United States, U.S. territories and Canada 855-895-7224; outside the United States, U.S. territories and Canada 732-491-0756.

 

If you do not contact us within 60 days of the date of this mailing, your consent to “householding” will be presumed and your household will receive only one proxy statement and annual report to shareholders until you, or other members of your household, revoke such consent. Please note that each shareholder will continue to receive a separate proxy card or other personalized information, which will allow each individual to vote independently. You may also receive a separate mailing if you hold additional shares in a brokerage account.

 

You may revoke your consent at any time by contacting our transfer agent, Computershare, using the same contact information as set forth above. Your request to begin receiving separate documents will begin 30 days after receiving such notice.

 

No action is required on your part to participate. This program not only allows us to reduce costs but also is more environmentally friendly by reducing the unnecessary use of materials.

 

 

Questions?

 

If you have any questions or need more information about the Meeting please write to us at our offices in Marlborough, Massachusetts:

 

Elizabeth Keiley

Senior Vice President, General Counsel & Company Secretary

Oxford Immunotec Global PLC

700 Nickerson Road, Suite 200

Marlborough, MA 01752

 

 

Annex A to Proxy Statement

 

 

Directors’ Remuneration Report

The information provided in this part of the Directors’ Remuneration Report is not subject to audit.

 

Remuneration Committee Chairman’s Annual Statement

 

Dear Shareholder:

 

On behalf of the Board of Directors of Oxford Immunotec Global PLC, I am pleased to present the Directors’ Remuneration Report. The Directors’ Remuneration Report is split into two sections:

 

 

Part I – the Annual Report on Remuneration

 

Part II – the new Directors’ Remuneration Policy.

 

 

Shareholders will be invited to approve the Annual Report on Remuneration (which will be a non-binding advisory vote) at the Annual General Meeting of Shareholders to be held on 6 June 2017 (the “AGM”). Shareholders will also be invited to approve the new Directors’ Remuneration Policy (which will be a binding vote) at the AGM.

 

Period Covered by the Annual Report on Remuneration

 

The Annual Report on Remuneration that follows is for the full year period of 1 January 2016 through 31 December 2016.

 

The Remuneration Committee

 

The Remuneration Committee is responsible for reviewing and establishing our management remuneration policy and philosophy, including determining and approving the remuneration of the chief executive officer and other executives who comprise our senior management team. While the full Board of Directors sets director remuneration, the Remuneration Committee makes recommendations on such matters to the Board of Directors.

 

Philosophy

 

We seek to attract and retain outstanding employees, who have the potential to achieve consistently strong results for shareholders, and to attract and retain non-executive directors who can substantially contribute to our success as an innovative diagnostics company operating in a global environment. Given that most of our senior executives and most of our non-executive directors live and work in the United States, and the fact that we are listed on a U.S. stock exchange, we assess the competitiveness of our policies primarily against U.S. benchmarks and practices.

 

 

Business strategy during 2016

 

Our primary goals in 2016 were to grow revenues, improve gross margin and make significant progress in achieving our product development objectives. 2016 was a year of expansion of the Company’s product offerings through the acquisition of Imugen, Inc. and Immunetics, Inc. and the strengthening of its financial operations through the debt financing.

 

The remuneration awarded to our chief executive officer for 2016 reflects his excellent performance that enabled us to exceed our corporate goals. The new remuneration arrangements adopted in 2017 recognize past accomplishments as well as the greater demands placed on our chief executive officer going forward.

 

New Directors’ Remuneration Policy

 

The current Directors’ Remuneration Policy was approved by shareholders at the 2014 Annual General Meeting. The new Directors’ Remuneration Policy, contained in Part II of this Directors’ Remuneration Report, will (subject to shareholder approval) be applied from the date of the AGM.

 

The key change to the Directors’ Remuneration Policy is to amend the cash compensation provisions to reference market practice. The amended policy also allows the directors flexibility to adjust the types of committees of the Board of Directors to ensure that the Company’s needs are met consistent with market practice. The new policy retains non-executive equity awards but allows the Board to adjust the number of awards consistent with market practice.

 

 

/s/James R. Tobin

James R. Tobin

Chairman of the Remuneration Committee 
17 April 2017

 

 

OXFORD IMMUNOTEC GLOBAL PLC

DIRECTORS’ REMUNERATION REPORT

For the year ended 31 December 2016

 

PART I - ANNUAL REPORT ON REMUNERATION

Certain information provided in this part of the Directors’ Remuneration Report is subject to audit.

 

The following sections are not subject to audit:

 

 

performance graph;

 

percentage change in remuneration of director undertaking the role of CEO;

 

relative importance of spend on pay;

 

statement of implementation of remuneration policy in the current financial year;

 

consideration by directors of matters relating to directors remuneration; and

 

statement of voting results at the annual general meeting.

 

The Remuneration Committee presents the Annual Report on Remuneration, which will be put to shareholders for a non-binding vote at the Annual General Meeting to be held on 6 June 2017.

 

Single Total Figure of Remuneration – Executive Directors

 

All amounts disclosed in USD

 

 

Executive Director Peter Wrighton-Smith(1)

 

Base Salary

($)

   

Taxable

Benefits

($)

   

Annual Cash

Incentive(2)

($)

   

Equity-Based

Awards(3)

($)

   

Matching of

Voluntary

Pension

Contributions

and other

items

($)

   

Total

($)

 
 

2016

    370,383       877 (4)       295,566 (5)       808,525 (6)       19,137 (7)       1,494,488  
 

2015

    414,526       898 (8)       256,073 (9)       600,272 (10)       30,291 (11)       1,302,060  
 

(1)

Remuneration paid to and amounts paid for benefits provided for Dr. Wrighton-Smith is denominated in Pounds Sterling. For purposes of this table, all 2015 amounts have been converted based on the Pound Sterling/U.S. Dollar exchange rate in effect as of 31 December 2015 (£1/$1.48045). 2016 amounts have been converted based on the Pound Sterling/U.S. Dollar exchange rate in effect as of 31 December 2016 (£1/$1.23461).

 

(2)

Amounts recorded here reflect cash received or receivable in the reported year for the achievement of performance measures and targets in the reported year.

 

(3)

Amounts recorded here reflect the cash equivalent of equity awards that have vested in the reported year. Under the Group’s Share Incentive Plans, (i) in the case of options awarded before June 2015, the awards vest monthly over a 48 month period and (ii) in the case of options awarded after June 2015, awards vest annually in equal amounts over 4 years. The option awards are not subject to performance requirements. The cash equivalent of option awards is calculated by multiplying the number of options that vested each month by the market value of the Group’s shares on the date of vesting or, if vesting occurred on a date when the market was not open, the preceding business day. The cash equivalent of restricted share awards is calculated by multiplying the number of restricted shares which became unrestricted during the year by the market value of the Group’s shares on the date the restriction on the shares lifted. The cash equivalent of restricted share units is calculated by multiplying the number of restricted units which vested during the reported year by the market value of the Group’s shares on the date the vesting occurred. In both cases, if the date of lapse or vesting occurred on a date when the market was not open, the closing price on the preceding business day was used. None of the restricted share units held by Dr. Wrighton-Smith vested during the reported year.

 

 

OXFORD IMMUNOTEC GLOBAL PLC

DIRECTORS’ REMUNERATION REPORT

For the year ended 31 December 2016

 

 

(4)

Taxable benefits provided for Dr. Wrighton-Smith to which the Group contributes include the costs of private health insurance coverage in the amount of $862 and $15 paid to Dr. Wrighton-Smith for making a blood donation for use in the Group’s research and development work. The private health insurance coverage and payment for blood donations are available on equal terms to all of the Company’s U.K.-based employees.

 

(5)

The annual cash incentive was determined based upon performance in 2016 and paid in 2017.

 

(6)

The amount reported reflects options that vested during the reported year as well as restricted shares on which the restrictions lapsed during the reported year. No portion of Dr. Wrighton-Smith’s restricted share units vested during the reported period. The amount reported was not realized by Dr. Wrighton-Smith in the reported period as the vested options were not exercised during the period.

 

(7)

The amount reported includes a Company match of voluntary retirement plan contributions made by Dr. Wrighton-Smith in the amount of $15,537. See discussion of U.K. Defined Contribution Plan below. The amount reported reflects the £10,000 cap imposed under U.K. law. The amount also includes approximately $3,600 in benefits available to other employees.

 

(8)

Taxable benefits provided for Dr. Wrighton-Smith to which the Group contributes include the costs of private health insurance coverage in the amount of $861 and $37 paid to Dr. Wrighton-Smith for making a blood donation for use in the Group’s research and development work.

 

(9)

The annual cash incentive was determined based upon performance in 2015 and paid in 2016.

 

(10)

The amount reported equals the cash equivalent of options that vested during the reported year. No portion of the restricted share awards or restricted share units vested during the reported year. The amount reported was not realized by Dr. Wrighton-Smith in the reported year as the vested options were not exercised during the period.

 

(11)

The amount reported equals 5% of Dr. Wrighton-Smith’s base salary for the portion of the year during which the Group was in existence. Five percent was the maximum employer matching contribution to each employee’s participation in the basic defined contribution pension scheme. However, Dr. Wrighton-Smith had elected to participate in a voluntary salary exchange scheme which reduced the amount of his base salary from that shown above and resulted in all employer tax and national insurance savings on account of the reduction also being contributed to Dr. Wrighton-Smith’s pension account. The effects of the voluntary salary exchange participation are not reflected in the table. The amount also includes approximately $2,000 in benefits available to other employees.

 

Base Salary

 

The annual rate of base salary reflected in the table above for 2016 for Dr. Wrighton-Smith became effective on 1 January 2016 and was awarded for his role as the chief executive officer of a public company. Base salary levels are customarily reviewed and, to the extent deemed appropriate, adjusted as of 1 January of each year.

 

Taxable Benefits

 

Generally, Dr. Wrighton-Smith participates in the same benefits we offer to all our employees in the United Kingdom, where Dr. Wrighton-Smith resides.

 

Annual Cash Incentive

 

For the 2016 year, the target annual cash incentive opportunity for Dr. Wrighton-Smith was based 70% on achievement of corporate objectives and 30% on achievement of individual objectives. The corporate objectives included revenue goals and other financial metrics. For 2016, our corporate goals were achieved at 114%. The individual objectives included targets relative to strengthening our organization, improving our strategic position, completing specific projects and improving the Group’s capital position. In early 2017, the Remuneration Committee conducted an assessment of Dr. Wrighton-Smith’s performance for the 2016 year, including the extent to which the various goals established for him had been achieved. Based upon his performance, the Remuneration Committee determined that Dr. Wrighton-Smith had accomplished 100% of his individual goals.

 

 

OXFORD IMMUNOTEC GLOBAL PLC

DIRECTORS’ REMUNERATION REPORT

For the year ended 31 December 2016

 

The Board of Directors has considered whether it would be in the best interests of the Group and its shareholders to disclose the precise targets agreed for each of the performance measures in 2016 or the weightings given to those targets. As specific corporate objectives for a single year are designed based on the Group’s long-term strategies, the Board of Directors concluded that disclosing such targets and weightings for 2016 would necessarily involve divulging competitively sensitive information, even after our financial year results have been published. We believe disclosure would be detrimental to our commercial performance going forward and, therefore, we are providing only the categories of objectives, not the precise targets. Likewise, the Board of Directors concluded that disclosure of the specific individual objectives for the year and the weighting of those objectives would involve the release of competitively sensitive information.

 

The Committee has established corporate objectives for the 2017 year as well as individual objectives for Dr. Wrighton-Smith for the year. As with the 2016 year, 70% of Dr. Wrighton-Smith’s target annual cash incentive opportunity is to be measured based on attainment of corporate objectives. The corporate objectives include targets for revenues and other financial metrics, together with product development and quality goals. The individual objectives for the year include defined goals for strengthening our organization, improving our strategic position, completing specific projects and expanding the Group’s profile and shareholder base in the capital markets.

 

U.K. Defined Contribution Plan

 

In the U.K., we maintain a defined contribution plan that provides employees with an opportunity to contribute a portion of their monthly salary into the plan. If an employee elects to participate in the plan, there is a minimum employee contribution of 5% of monthly salary; there is no maximum limit to the employee contribution. The employee contribution to this plan is matched by us up to a maximum of 5% of monthly salary. All U.K. employees are eligible to participate in this plan and will be automatically enrolled onto the plan in the first month of employment. An employee automatically enrolled has the right to opt out of the scheme in the month following automatic enrollment; failure to opt out within this time period will result in the employee remaining in the scheme on a contributory basis for the remainder of employment with the Company.

 

Employees are able to elect to participate in the scheme on a so-called “salary exchange” pursuant to which employees agree to a reduction in monthly salary in an amount equal to the defined contribution plan election. The amount of the reduction, together with the tax and national insurance savings to the employee and us as a result of the salary reduction, are contributed into the plan in addition to the 5% matching contribution described above.

 

In 2016, due to a change in the applicable U.K. Law, the maximum contribution available to Dr. Wrighton-Smith as part of the defined contribution plan is £10,000 or $12,346 (using the currency conversation rate of 1£/1.23461).

 

 

OXFORD IMMUNOTEC GLOBAL PLC

DIRECTORS’ REMUNERATION REPORT

For the year ended 31 December 2016

 

Single Total Figure on Remuneration – Non-Executive Directors

 

All amounts paid and disclosed in USD

 

 

Non-Executive Director

 

Basic Retainer

   

Retainer for Chairman

   

Retainer for Committee Service

   

Retainer for Committee Chairperson

   

Retainer for Secretary to the Board

   

Total Cash Remuneration

   

Equity-Based Awards (1)

   

Total

 
 

Richard A. Sandberg, Chairman

                                                               
 

2016

    35,000       65,000                         100,000       25,159 (2)       125,159  
 

2015

    35,000       65,000                         100,000       30,505 (2)       130,505  
 

Stephen L. Spotts