UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 28, 2024, Suzanne Winter, President and Chief Executive Officer of Accuray Incorporated (the “Company”) informed the board of directors of the Company (the “Board”) that she is taking a temporary medical leave of absence, effective September 3, 2024.
On August 30, 2024, in connection with Ms. Winter’s leave of absence and effective September 3, 2024, the Board appointed Sandeep Chalke, the Company’s Chief Commercial Officer, as the Company’s interim Chief Executive Officer and interim principal executive officer.
Mr. Chalke, age 58, has served as the Company’s Senior Vice President, Chief Commercial Officer since May 2022. Prior to joining the Company, Mr. Chalke served as President, Asia-Pacific and Latin America regions at Vyaire Medical, Inc., a private global respiratory care manufacturer, from April 2020 to May 2022. Prior to that, he was Vice President of the Diabetes Group in Asia Pacific for Medtronic plc, a medical device company, from February 2017 to July 2019. From May 2015 to January 2017, Mr. Chalke served as Vice President, Advanced Wound Dressing at Acelity L.P, a private medical device company. Mr. Chalke started his career at General Electric Company, a public high tech industrial company, where he served in many leadership positions, including at GE Healthcare. Mr. Chalke holds an M.B.A. from the University of Leicester and a Medical Electronics degree from the University of Mumbai.
In connection with his appointment as interim Chief Executive Officer, the Board approved an increase to Mr. Chalke’s annual base salary and target bonus opportunity to $725,000 and 100%, respectively, solely during such time he serves in the interim Chief Executive Officer capacity. Concurrently with his appointment, Mr. Chalke entered into a letter agreement with the Company setting forth these terms. A copy of the letter agreement will be filed with our Quarterly Report on Form 10-Q for the period ended September 30, 2024.
Mr. Chalke has no family relationships or related party transactions with the Company that would require disclosure under Items 401(d) and 404(a) of Regulation S-K in connection with his appointment to interim Chief Executive Officer.
| Item 7.01 | Regulation FD Disclosure. |
On September 3, 2024, the Company issued a press release announcing the events described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 disclosure, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated September 3, 2024, titled “Accuray President and Chief Executive Officer Suzanne Winter to Take Temporary Medical Leave of Absence.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACCURAY INCORPORATED | ||||||
| Dated: September 3, 2024 | By: | /s/ Jesse Chew | ||||
| Jesse Chew | ||||||
| Senior Vice President, Chief Legal Officer & Corporate Secretary | ||||||
3
Exhibit 99.1
Accuray President and Chief Executive Officer Suzanne Winter to Take
Temporary Medical Leave of Absence
MADISON, Wis., September 3, 2024 — Accuray Incorporated (NASDAQ: ARAY) announced today that President and Chief Executive Officer Suzanne Winter will be taking a temporary medical leave of absence to receive care for a treatable form of cancer, effective immediately. Accuray Senior Vice President and Chief Commercial Officer Sandeep Chalke will serve as the interim CEO during Ms. Winter’s absence. To ensure that Mr. Chalke and the organization have the necessary support, the company has formed an Executive Committee of the Board of Directors, consisting of Joseph Whitters, Chairman of the Accuray Board, and Anne Le Grand, Chair of the Science and Technology Committee, that will advise Mr. Chalke in his interim capacity.
“As the head of an incredible company whose mission is to conquer cancer, I remain grateful for how far the industry has come in overcoming this disease, including the development of advanced diagnostic tools that can detect it in early stages. I go into my treatment program extremely knowledgeable and able to advocate for the care I need,” said Suzanne Winter, President and CEO of Accuray.
“Suzanne will be in the thoughts of the Board and the global Accuray organization while she takes time to prioritize her health,” said Joseph Whitters, Chairman of the Board at Accuray. “In the interim, the Board and I are extremely confident in Sandeep and the strong leadership team that Suzanne has built. I am certain that they are well positioned to continue delivering on the organization’s vision and strategic priorities while concurrently running day-to-day operations.”
Mr. Chalke joined Accuray in May 2022 bringing more than 30 years of medical device expertise in commercialization, business development and operations. In his role at Accuray, he has responsibility for the global commercial function, including the organization’s sales, service and operations teams.
About Accuray
Accuray Incorporated is committed to expanding the powerful potential of radiation therapy to improve as many lives as possible. We invent unique, market-changing solutions that are designed to deliver radiation treatments for even the most complex cases—while making commonly treatable cases even easier—to meet the full spectrum of patient needs. We are dedicated to continuous innovation in radiation therapy for oncology, neuro-radiosurgery, and beyond, as we partner with clinicians and administrators, empowering them to help patients get back to their lives, faster. Accuray is headquartered in Madison, Wisconsin, with facilities worldwide. To learn more, visit www.accuray.com or follow us on Facebook, LinkedIn, X, and YouTube.
Investor Contact
Aman Patel, CFA
Investor Relations, ICR-Westwicke
+1 (443) 450-4191
aman.patel@westwicke.com
Media Contact
Beth Kaplan
Public Relations Director, Accuray
+1 (408) 789-4426
bkaplan@accuray.com