Item 2.02. Results of Operations and Financial Condition
On January 13, 2020, Sientra, Inc. (the "Company") issued a press release
announcing certain preliminary estimated financial results for the Company for
the quarter ended December 31, 2019. The text of the press release issued by the
Company is furnished as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed as "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 10, 2020, the Board of Directors the Company appointed Caroline F.
Van Hove as a Class III director of the Company effective January 10, 2020, to
serve until the Company's 2020 Annual Meeting of Stockholders, and until her
successor has been duly elected and qualified, or until her earlier death,
resignation or removal. Ms. Van Hove was also appointed as a member of the Audit
Committee of the Board (the "Audit Committee") and as a member of the
Nominating & Governance Committee of the Board (the "N&G Committee"), effective
January 10, 2020.
There were no arrangements or understandings between Ms. Van Hove and any other
persons pursuant to which she was elected as a director, and there are no
related persons transactions (within the meaning of Item 404(a) of Regulation
S-K promulgated by the Securities and Exchange Commission) between Ms. Van Hove
and the Company required to be disclosed herein.
Pursuant to the Company's Non-Employee Director Compensation Policy (the
"Policy"), Ms. Van Hove will receive annual cash compensation in the amount of
$40,000 for her service on the Board, $10,000 for her service on the Audit
Committee, and $5,000 for her service on the N&G Committee. All amounts will be
paid in quarterly installments. The Company will also pay Ms. Van Hove for her
travel expenses incurred in connection with her attendance at Board and
committee meetings. In connection with her election to the Board and pursuant to
the Policy, Ms. Van Hove was granted an initial award of 16,269 restricted stock
units ("RSUs") based on a value of $150,000 divided by $9.22, the closing price
per share of the Company's common stock on January 10, 2020. The RSUs will vest
in three equal annual installments subject to Ms. Van Hove's continuous service.
Pursuant to the Policy, Ms. Van Hove will also be eligible to receive annual
equity awards with a $125,000 value subject to Ms. Van Hove's continuous
service.
The Company will enter into an indemnification agreement with Ms. Van Hove for
her service as a director of the Company, consistent with the form of the
Company's indemnity agreement entered into with its other directors and filed as
an exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 2015.
Also on January 10, 2020, Mr. Schaison resigned as a member of the Audit
Committee. Except as reported herein, all other committee appointments remain
unchanged.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press release, dated January 13, 2020.
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