- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
23 Maio 2011 - 10:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by a
Party other than the Registrant
¨
Check the
appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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LUNA INNOVATIONS INCORPORATED
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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Settlement Agreement with Dr. Kent A. Murphy; Amendment to Separation and Consulting
Agreement
On May 18, 2011, Luna Innovations Incorporated (the
Company
)
entered into a letter agreement (the
Settlement Agreement
) with Dr. Kent A. Murphy relating to, among other matters, the composition of the Board of Directors (the
Board
) of the Company
and Dr. Murphys previously announced intention to nominate one or more directors for election to the Board at the Companys 2011 annual meeting of stockholders to be held on May 24, 2011 (the
2011 Annual
Meeting
). The Settlement Agreement includes the following terms:
Cessation of Proxy Contest
Dr. Murphy has agreed to vote his shares of common stock of the Company at the 2011 Annual Meeting (i) in favor
of the three (3) directors nominated by the Board to serve as Class II directors until the 2014 annual meeting of stockholders and (ii) in favor of the Boards recommendations with respect to all other matters to come before the
stockholders at the 2011 Annual Meeting. Dr. Murphy has withdrawn his previously submitted proposals and notices with respect to nominations and other matters to be brought before the 2011 Annual Meeting.
Increase in Size of Board from Eight (8) to Nine (9) Members; Appointment of Ronald E. Carrier to Fill Resulting Vacancy
The Company has agreed that, at a regular meeting of the Board scheduled for the date of the 2011 Annual Meeting, the
Board will take all actions necessary to increase the authorized size of the Board from eight (8) to nine (9) directors and to appoint Dr. Ronald E. Carrier, president emeritus of James Madison University and a former member of
the Companys advisory board, to fill the resulting vacancy, subject to Dr. Carriers acceptance of the appointment. Upon his election, Dr. Carrier will serve as a Class I director with a term expiring at the Companys 2013
annual meeting of stockholders (the
2013 Annual Meeting
). The Board will also appoint Dr. Carrier to the Nominating and Governance Committee of the Board.
Standstill
Pursuant to the Settlement Agreement, until the
date of the 2014 annual meeting of stockholders (the
Standstill Period
), Dr. Murphy has agreed that, among other things, he will not solicit the votes of other stockholders of the Company, seek to place a director on
or remove a director from the Board, initiate or participate in any proxy contest, seek to amend the Companys charter and bylaws in a manner that would affect the rights and obligations of the parties under the Settlement Agreement, make any
stockholder proposal, cause his shares to be voted other than in accordance with the recommendation of the Board with respect to the election or removal of directors or with respect to any stockholder proposals, or directly or indirectly engage in
any tender offer or other acquisition or restructuring transaction.
Subject to the terms of the Settlement
Agreement, the Standstill Period will cease if the Company materially breaches the Settlement Agreement or if the Board nominates a slate of director nominees for election at the 2013 Annual Meeting that does not include Dr. Murphy as a
nominee.
Mutual Release
Concurrently with the execution of the Settlement Agreement, the Company and Dr. Murphy entered into a mutual release of claims (the
Mutual Release
). Under the Mutual
Release, Dr. Murphy and the Company have agreed to release each other from any claims or other matters arising prior to the date of the Settlement Agreement.
Amendment to Separation and Consulting Agreement
Concurrently with the execution of the Settlement Agreement, the Company and Dr. Murphy entered into an amendment
(the
Consulting Agreement Amendment
) to that certain Separation and Consulting Agreement, dated August 10, 2010, by and between the Company and Dr. Murphy (the
Separation and Consulting
Agreement
). Under the Consulting Agreement Amendment, the Company has agreed to reimburse Dr. Murphy for his healthcare insurance premiums for an additional six months following the completion of the original 18 month consulting
period under the Separation and Consulting Agreement, through August 10, 2012, in an amount not to exceed $1,250 per month. In addition, the Company has agreed to accelerate an aggregate of $80,000 in payments that would have otherwise been
payable to Dr. Murphy pursuant to the Separation and Consulting Agreement in monthly installments through February 10, 2012.
The foregoing descriptions of the Settlement Agreement, the Consulting Agreement Amendment and the Mutual Release are qualified in their entirety by reference to the full text of these agreements, which
are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Companys Current Report on Form 8-K filed on May 23, 2010.
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