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 (Amendment No. )
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Somanetics
Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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Mary Ann Victor Vice President and Chief Administrative Officer and Secretary |
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Somanetics Corporation | ||
1653 East Maple Road | ||
Troy, MI 48083-4208 | ||
Tel: (248) 689-3050, ext. 204 | ||
Confidential Fax: (866) 741-0504 | ||
mavictor@somanetics.com |
1. | To amend the Somanetics 2005 Stock Incentive Plan to incorporate language that specifically states that any equity grants to non-employee directors will be administered by a Committee of the Board comprised solely of independent directors as defined by Nasdaq listing standards. | |
2. | To amend the Plan to specifically state that if stock awards are made based on Performance Measures, a minimum one year vesting period will be required. If stock awards are issued with time-based vesting, the vesting period will be a minimum of three years. The Committee administering the Plan will not have discretionary authority to waive these vesting periods, except in the event of disability, death, Change in Control, retirement or termination without cause. |