UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 4,
2009
NEOSTEM,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
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0-10909
(Commission
File
Number)
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22-2343568
(IRS
Employer Identification No.)
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420 Lexington Avenue, Suite
450, New York, New York 10170
(Address
of Principal Executive Offices)(Zip Code)
(212)
584-4180
Registrant's
Telephone Number
Check
the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.
below):
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain
Officers.
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On
November 4, 2009, the Compensation Committee of the Board of Directors of
NeoStem, Inc. (the “Company”) approved
(i) a compensation structure for the Board of Directors (the “Board of Directors
Compensation Plan”) and (ii) the issuance of certain awards to members of
the Board acting in their capacity as Board members and to the Board Secretary,
Catherine Vaczy, pursuant to the terms of the Board of Directors Compensation
Plan. The Board of Directors Compensation Plan provides that each
year each Board member shall be authorized to receive options to purchase
150,000 shares of common stock of the Company for his or her service as a Board
member. These options shall vest as to 50,000 shares on each of the
first, second and third anniversaries of the date of grant. The Board
of Directors Compensation Plan further provides that each year Chairs of the
Board, Chairs of a Board Committee and members of the Board of Directors of a
subsidiary of the Company shall be authorized to receive options to purchase
50,000 shares of common stock of the Company for his or her service as a Chair
of the Board or a Committee of the Board or as a member of the Board of a
subsidiary of the Company. These options shall vest as to 16,667
shares on each of the first and second anniversary of the date of grant and as
to the remaining 16,666 shares on the third anniversary of the date of
grant. Additionally, each year Catherine Vaczy, as the Secretary of
the Board of Directors, shall be authorized to receive options to purchase
100,000 shares of common stock of the Company for her services as
Secretary. These options shall vest as to 33,333 shares on each of
the first and second anniversary of the date of grant and as to the remaining
33,334 shares on the third anniversary of the date of grant. In each
case, the exercise price of options authorized pursuant to the Board of
Directors Compensation Plan shall be equal to the closing price of a share of
the Company’s common stock on the date of grant. Under the Board of
Directors Compensation Plan, commencing January 1, 2010, non-employee directors
are also entitled to cash fees equal to $15,000, which fees shall be payable
quarterly in arrears.
Accordingly,
the Compensation Committee approved the following grants as of November 4,
2009. The closing price of the Company’s common stock on November 4,
2009 was $1.66.
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Name
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Option
Award for Board Service
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Option
Award for service as Chair of Board or Committee or Member of Board of
Subsidiary
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Option
Award for Board Secretary
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Robin
Smith, CEO and Director
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150,000
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50,000
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Richard
Berman, Director
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150,000
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50,000
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Drew
Bernstein, Director
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150,000
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50,000
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Steven
Myers, Director
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150,000
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50,000
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Eric
Wei, Director
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150,000
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Catherine
Vaczy, Secretary and General Counsel
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100,000
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Furthermore, in recognition of their
past service to the Board of Directors, on November 4, 2009, the Compensation
Committee granted (i) Richard Berman a cash fee equal to $20,000 and a common
stock award for 80,000 shares and (ii) Steven Myers a common stock award for
100,000 shares. The common stock awards were fully vested as of the
date of grant.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, NeoStem has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
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NEOSTEM,
INC.
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By:
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/s/
Catherine M. Vaczy
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Name:
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Catherine
M. Vaczy
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Title:
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Vice
President and General Counsel
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Date:
November 10, 2009