Item 5.07 Submission of Matters to a Vote of Security Holders.
Adagio Therapeutics, Inc. (the "Company") held its Annual Meeting of
Stockholders on June 22, 2022. The following is a summary of the matters voted
on at that meeting and the final voting results certified by the independent
inspector of elections in connection with the meeting.
(a) The stockholders of the Company elected Tamsin Berry, Marc Elia and Clive
Meanwell as Class I directors, each to serve for a three-year term expiring
at the 2025 annual meeting of stockholders and until his or her respective
successor has been duly elected and qualified. The results of the
stockholders' vote with respect to such matter were as follows:
Name For Withheld
Tamsin Berry 79,059,858 8,385,835
Marc Elia 79,080,114 8,365,579
Clive Meanwell 79,060,114 8,385,579
There are no arrangements or understandings between Ms. Berry, Mr. Elia and
Dr. Meanwell and any other persons pursuant to which they were elected as a
director. There are no transactions in which Ms. Berry, Mr. Elia and
Dr. Meanwell have an interest requiring disclosure under Item 404(a) of
Regulation S-K of the Securities Act of 1933, as amended.
Each of Ms. Berry, Mr. Elia and Dr. Meanwell will receive compensation for their
service as a non-employee director and, if applicable, for committee service in
accordance with the Company's director compensation program, a summary of which
was filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission (the "SEC") on March 31, 2022, including
the award of a one-time nonqualified stock option under the Company's 2021
Equity Incentive Plan to purchase 150,000 shares of common stock, $0.0001 par
value per share, of the Company ("Common Stock") at an exercise price of $3.09
per share, which was equal to the closing price of the Common Stock on the
Nasdaq Global Select Market on June 22, 2022.
In connection with their election, the Company and each of Ms. Berry, Mr. Elia
and Dr. Meanwell will enter into the Company's standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.4 to the Registration
Statement on Form S-1 (File No. 333-257975) filed with the SEC on August 2,
2021. Pursuant to the terms of the indemnification agreement, the Company may be
required, among other things, to indemnify each director for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred by them in any action or proceeding arising out of their
service as a director of the Company.
Biographical Information for Class I Directors
Tamsin Berry, age 41, has served as a partner at Population Health Partners, a
global investment firm, since June 2020. Since November 2021, she has served as
non-executive director, and also as a board member, of the Global Pathogen
Analysis Service, a not-for-profit pathogen surveillance bioinformatics company.
Since March 2021, she has served as an advisor to EQRx, a biotechnology firm.
Since December 2020, she has served as advisor to University of Oxford for the
Global Health Security Consortium, which includes University of Oxford, the Tony
Blair Institute and the Ellison Institute of Transformative Medicine. From
February 2019 to March 2020, she served as the director of the UK Office for
Life Sciences, where she worked with Sir John Bell to write the UK's Life
Sciences Industrial Strategy. She previously served as Deputy Director of the UK
Office for Life Sciences, from November 2015 to February 2019. Ms. Berry has
held a number of leadership positions in government, spanning policy, corporate,
and communications roles at the Cabinet Office, Department of Health, and Public
Health England. From March 2020 to June 2020, her final role was in the COVID
Taskforce, where Ms. Berry was the senior responsible officer for serology and
seroprevalence at the start of the pandemic and was awarded an OBE for her work.
Ms. Berry received a bachelor of laws degree from the University of Nottingham
and a master's degree from the University of Leeds.
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Marc Elia, age 46, has served as the founder and chief investment officer of M28
Capital Management L.P., a healthcare sector investment fund, since September
2019. Prior to that, from January 2012 to September 2019, Mr. Elia served as a
partner at Bridger Capital, an investment fund. Mr. Elia serves on the board of
directors of SQZ Biotechnology, a clinical-stage biotechnology company, and
Fractyl Health Inc., an organ editing metabolic therapeutics company. Prior to
his career in investing, Mr. Elia held various roles across the biotechnology
industry at N30 Pharmaceuticals, Chiron Corporation, and L.E.K. Consulting.
Mr. Elia served as a director of the Company from July 2020 to April 2021.
Mr. Elia holds a B.A. in Economics from Carleton College.
Clive A. Meanwell, age 65, has served as the executive chair and co-founder of
Population Health Partners, a global investment firm, since May 2020.
Dr. Meanwell is also the co-founder of Population Health Investment Co., Inc., a
special purpose acquisition company, and has been its Chief Executive Officer
and director since September 2020. Dr. Meanwell was a founder of The Medicines
Company and was a director of The Medicines Company from 1996 until The
Medicines Company was acquired by Novartis in January 2020. From December 2018
until January 2020, Dr. Meanwell served as The Medicine Company's chief
innovation officer. Prior to December 2018, he served as The Medicine Company's
chief executive officer since February 2012, The Medicine Company's chief
executive officer and president from October 2009 to February 2012, The Medicine
Company's chief executive officer from August 2004 to October 2009, as The
Medicine Company's president from August 2004 to December 2004, The Medicine
Company's executive chairman from September 2001 to August 2004 and The Medicine
Company's chief executive officer and president from 1996 to September 2001.
Dr. Meanwell was also chairman of The Medicine Company's board from September
2001 to August 2015. Dr. Meanwell is the vice chairman of BB Biotech, a Swiss
investment corporation. He serves on the board of directors of EQRx, a
biotechnology firm, Fractyl Health, Inc., an organ editing metabolic
therapeutics company, Comanche Biopharma, a biotechnology firm, Saama, a
clinical research software firm, and Hugo Health, a clinical research software
firm. From 1995 to 1996, Dr. Meanwell was a partner and managing director at MPM
Capital, L.P., a venture capital firm. From 1986 to 1995, Dr. Meanwell held
various positions at Hoffmann-La Roche, Inc., a pharmaceutical company,
including senior vice president from 1992 to 1995, vice president from 1991 to
1992 and director of product development from 1986 to 1991. Dr. Meanwell
received an M.B. Ch.B. and an MD summa cum laude degree from the University of
Birmingham, United Kingdom.
(b) The stockholders of the Company approved an advisory, non-binding vote that
the Board of Directors be declassified in advance of the 2023 annual meeting
of stockholders. The results of the stockholders' vote with respect to such
matter were as follows:
For Against Abstain
82,839,503 30,230 4,575,960
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