Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On July 2, 2020, upon the recommendation of its Nominating and Corporate
Governance Committee (the "Nominating Committee"), the Board of Directors (the
"Board") of Vir Biotechnology, Inc. (the "Company") increased the size of the
Board from nine (9) to ten (10) members, and appointed Dr. Elliott Sigal to fill
the newly created vacancy, to serve on the Board as a Class I director until the
Company's 2023 annual meeting of stockholders, and until his successor has been
duly elected and qualified, or until his earlier death, resignation or removal
effective upon the closing of the Company's proposed underwritten public
offering of common stock pursuant to a registration statement on Form S-1
expected to be filed with the Securities and Exchange Commission (the "SEC")
today (such public offering closing date, the "Effective Date"). Based upon the
further recommendation of its Nominating Committee, the Board also appointed
Dr. Sigal to serve as a member of its Compensation Committee, with such
appointment effective upon his appointment to the Board. Dr. Sigal was not
selected by the Board to serve as a director pursuant to any arrangement or
understanding with any persons.
Director Independence
Based upon information requested from and provided by Dr. Sigal concerning his
background, employment and affiliations, including family relationships, the
Nominating Committee and the Board have determined that Dr. Sigal does not have
any relationships that would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director and that Dr. Sigal is
"independent" as that term is defined under the applicable rules and regulations
of the SEC and the listing requirements of The Nasdaq Stock Market LLC
Marketplace Rules, and that Dr. Sigal will be a "non-employee director" as
defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended. In making this determination, the Nominating Committee and the Board
considered the current and prior relationships that Dr. Sigal has with the
Company and all other facts and circumstances the Nominating Committee and the
Board deemed relevant in determining Dr. Sigal's independence.
Director Background
Dr. Sigal, age 68, served as Chief Scientific Officer of Bristol-Myers Squibb
Company ("BMS") from October 2004 until his retirement in June 2013 and was a
member of its board of directors from March 2011 to June 2013. Dr. Sigal joined
BMS in 1997 and held positions of increasing responsibility in drug discovery
and development and was a member of the executive committee from September 2001
through June 2013. Prior to BMS, he was Vice President of R&D and Chief
Executive Officer for the genomics firm Mercator Genetics Inc. Dr. Sigal
currently serves as a member of the board of directors of Adaptimmune
Therapeutics plc, a role he has held since 2014. Dr. Sigal has also served as a
member of the board of directors of Surface Oncology, Inc. since 2018 and is a
member of its nominating and corporate governance committee. In addition,
Dr. Sigal is an advisor to the life sciences venture firm New Enterprise
Associates and consults for select biopharmaceutical companies. Dr. Sigal holds
B.S., M.S. and Ph.D. degrees in industrial engineering from Purdue University
and an M.D. from the University of Chicago. He completed his training in
internal medicine and pulmonary medicine at the University of California, San
Francisco ("UCSF"). He received his research training at the Cardiovascular
Research Institute at UCSF, where he served on the faculty of the UCSF
Department of Medicine. The Nominating Committee and the Board believe that
Dr. Sigal is qualified to serve on the Board because of his extensive experience
in the life sciences industry and his extensive leadership experience.
Director Compensation
Dr. Sigal will receive compensation as a non-employee director in accordance
with the Company's non-employee director compensation policy that took effect in
October 2019, as described in the Company's definitive proxy statement for the
2020 Annual Meeting of Stockholders, filed with the SEC on April 6, 2020.
Pursuant to the automatic grant program under such policy, Dr. Sigal will be
granted an option to purchase 57,777 shares of the Company's common stock under
the Company's 2019 Equity Incentive Plan on the Effective Date. One-third of the
shares subject to such stock option will vest on the one-year anniversary of his
initial appointment and thereafter the remainder of the shares subject to such
stock option will vest monthly over a two-year period, subject to the director's
continued service as a director through the applicable vesting dates, and
acceleration in the event of a change of control as defined in the plan. Such
option grant will have an exercise price equal to the closing sale price of the
Company's common stock on the Effective Date as reported on The Nasdaq Global
Select Market and a term of 10 years, subject to earlier termination for
cessation of continuous service.
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Director Indemnification Agreement
In connection with the aforementioned appointment to the Board, the Company will
enter into its standard indemnification agreement with Dr. Sigal, which form
indemnity agreement is filed as Exhibit 10.1 to the Company's registration
statement on Form S-1 (File No. 333-233604) filed with the SEC on September 3,
2019, which requires the Company, under the circumstances and to the extent
provided for therein, to indemnify the indemnitee to the fullest extent
permitted by applicable law against certain expenses and other amounts incurred
by him as a result of being made a party to certain actions, suits,
investigations and other proceedings.
Item 8.01 Other Events.
The Company is filing certain information for the purpose of updating
descriptions of the Company's business and risk factors contained in the
Company's other filings with the SEC. Copies of the additional disclosures are
attached as Exhibits 99.1 and 99.2 to this report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Updated Business Description
99.2 Updated Risk Factors
This Current Report on Form 8-K contains forward-looking statements about the
Company and its industry that involve substantial risks and uncertainties. All
statements other than statements of historical facts contained in this report,
including statements regarding the effectiveness of Dr. Sigal's appointment to
the Company's Board, the Company's proposed underwritten public offering of
common stock, the Company's strategy, future financial condition, future
operations, research and development, planned clinical trials and preclinical
studies, technology platforms, the timing and likelihood of regulatory filings
and approvals for the Company's product candidates, its ability to commercialize
its product candidates, the potential benefits of collaborations, projected
costs, prospects, plans, objectives of management and expected market growth,
are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "aim," "anticipate," "assume," "believe,"
"contemplate," "continue," "could," "design," "due," "estimate," "expect,"
"goal," "intend," "may," "objective," "plan," "positioned," "potential,"
"predict," "seek," "should," "target," "will," "would" and other similar
expressions that are predictions of or indicate future events and future trends,
or the negative of these terms or other comparable terminology.
The Company has based these forward-looking statements largely on its current
expectations and projections about future events and financial trends that the
Company believes may affect its financial condition, results of operations,
business strategy and financial needs. These forward-looking statements are
subject to a number of known and unknown risks, uncertainties and assumptions
described in the Company's filings with the SEC, including the section titled
"Risk Factors" in Exhibit 99.2 attached to this report. Moreover, the Company
operates in a very competitive and rapidly changing environment. New risk
factors emerge from time to time, and it is not possible for the Company's
management to predict all risk factors nor can the Company assess the impact of
all factors on its business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in,
or implied by, any forward-looking statements.
In light of the significant uncertainties in these forward-looking statements,
you should not rely upon forward-looking statements as predictions of future
events. Although the Company believes that it has a reasonable basis for each
forward-looking statement contained in this report, the Company cannot guarantee
that the future results, levels of activity, performance or events and
circumstances reflected in the forward-looking statements will be achieved or
occur at all. You should refer to the section titled "Risk Factors" in Exhibit
99.2 attached to this report for a discussion of important factors that may
cause the Company's actual results to differ materially from those expressed or
implied by the Company's forward-looking statements. Furthermore, if the
Company's forward-looking statements prove to be inaccurate, the inaccuracy may
be material. Except as required by law, the Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
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