Vocera Communications — Shareholder Meeting (May 2020)
8 slides from Vocera Communications's shareholder meeting presentation, May 18, 2020
Slide 1: Vocera Equity Proposal Summary May 2020
Vocera Equity Proposal Summary May 2020
Slide 2: Share Proposal Summary
Share Proposal Summary (shares in millions) • We are reaching out to our shareholders to Un-issued Shares as of 12/31/2019 (1) 2.0 ask them to support a new Equity Shares granted, net of returns: 1/1- (1.3) Incentive Plan 6/1/20 • Our 2012 Equity Incentive Plan expires Un-issued Shares as of 6/1/20
Slide 3: Features of our Proposed New Equity Plan
Features of our Proposed New Equity Plan • Shareholder-friendly features in our Equity Incentive Plan that carry forward • Minimum one-year vesting for time-based equity awards • Minimum one-year performance period (if performance shares awarded) • Prohibit recycling of shares associated with stock
Slide 4: Our Equity Compensation Approach
Our Equity Compensation Approach • Equity compensation has enabled us to recruit and retain a strong leadership team and employee base and is essential to our ongoing success and growth as a Silicon Valley-based technology firm • Beginning in 2020, a meaningful portion (25-33%) of the equity compens
Slide 5: ISS/GL Recommendation on our Equity Proposal
ISS/GL Recommendation on our Equity Proposal ISS and Glass Lewis has recommended “Against” our Share Proposal. Below is our response to their claims: ISS or GL Claim for Vocera Response Recommending Against • Vocera’s 3-year burn rate is below the ISS and GL peer benchmark • Overhang benchmarks used
Slide 6: Other Pro-Shareholder Actions
Other Pro-Shareholder Actions • Implemented majority voting • Adoption of Compensation Recoupment Policy (Clawback) • Clawback of past incentive compensation if material restatement of our financial results due to an executive’s fraud or intentional misconduct • Board diversity and tenure • Robust b
Slide 7: Appendix
VvoceraW Appendix
Slide 8: VCRA Overhang vs Peers
VCRA Overhang vs Peers ©2019 VOCERA COMMUNICATIONS. ALL RIGHTS RESERVED. 8
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