Item 2.02 - Results of Operations and Financial Condition.
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On January 10, 2022, SI-BONE, Inc. (the "Company") issued a press release (the
"Press Release") announcing preliminary unaudited revenue for the fourth quarter
and full year 2021. A copy of the Press Release is attached as Exhibit 99.1 to
this current report on Form 8-K and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of Time-Based and Performance-Based Restricted Stock Unit Awards
On January 7, 2022, the Board of Directors of SI-BONE approved to Laura Francis,
SI-BONE's Chief Executive Officer, the grant of time-based restricted stock unit
awards to acquire 63,865 shares of SI-BONE common stock ("RSUs"), and
performance-based restricted stock unit awards to acquire up to a maximum of
127,728 shares of SI-BONE common stock ("PSUs"). On January 6, 2022 the
Compensation Committee of the Board of Directors approved to Anshul Maheshwari,
SI-BONE's Chief Financial Officer, the grant of RSUs to acquire 41,802 shares of
SI-BONE common stock and PSUs to acquire up to a maximum of 27,868 shares of
SI-BONE common stock; in each case under SI-BONE's 2018 Equity Incentive Plan
(the "Equity Plan").
Subject to Ms. Francis's and Mr. Maheshwari's continued employment with SI-BONE
and the terms and conditions of the Equity Plan and the related award agreement,
(i) the RSUs will vest in a series of 16 consecutive quarterly installments, and
(ii) the PSUs will vest over the three-year performance period beginning January
1, 2022 and ending on December 31, 2024.
For the PSUs, there will be three separate measurement periods, with each
starting on January 1, 2022 and with the first ending on December 31, 2022, the
second on December 31, 2023 and the third on December 31, 2024. The actual
number of PSUs that will vest ("Shares Earned") in each measurement period will
be determined by the Compensation Committee based on SI-BONE's total shareholder
return ("TSR") relative to the TSR of the Median Peer Companies (as defined in
the award agreement) in accordance with the following TSR Performance Formula:
Target Number of PSUs * (100% + ((SI-BONE's TSR - Median Peer Company's TSR)*2))
= Shares Earned
If SI-BONE's TSR is -50 points as compared to the Median Peer Company during any
measurement period, no PSUs are eligible to vest. The target number of PSUs for
Ms. Francis and Mr. Maheshwari are 63,864 shares and 13,934 shares,
respectively. For purposes of calculating TSR, stock price will be measured
using the average closing price over the 60 consecutive trading days, as defined
in the award agreement.
In the event of a Change in Control of SI-BONE (as defined in the Equity Plan),
the number of PSUs that are eligible to vest will be determined by the
Compensation Committee prior to the Change in Control based upon the criteria
set forth in the award agreement.
See the form of the PSU award agreement, a copy of which is attached hereto as
Exhibit 10.1, for a further description of the terms of the PSUs.
Item 7.01 - Regulation FD Disclosure.
Members of the Company's management team expect to meet with investors and
analysts the week of January 10, 2022, including participating in the 24th
Annual Needham Virtual Growth Conference to discuss the Company, using
presentation materials which are furnished and attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated January 10, 2022
99.2 Presentation dated January 2022
10.1 Form of Performance-Based Restricted Stock Unit Agreement
104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
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The information in Items 2.02 and 7.01 and Exhibits 99.1 and 99.2, of this
Current Report on Form 8-K are being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 as amended
(Exchange Act), or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (Securities
Act). The information in Items 2.02 and 7.01, and Exhibits 99.1 and 99.2 shall
not be deemed incorporated by reference in any filing under the Securities Act,
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
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