Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
Effective July 6, 2022, Sharon O'Keefe was appointed to the Board of Directors
(the "Board") of Apollo Endosurgery, Inc. (the "Company"), filling the vacancy
from Rick Anderson's concurrent resignation (see discussion below). Ms. O'Keefe
will serve as a Class III director, and her term will expire at the 2023 annual
meeting of stockholders unless re-elected. The Board has determined that Ms.
O'Keefe is an independent director pursuant to the listing standards of The
Nasdaq Stock Market LLC.
There are no arrangements or understandings between Ms. O'Keefe and any other
persons pursuant to which she was selected as a director, and there is no family
relationship between Ms. O'Keefe and any other members of the Board or the
Company's executive officers. There are no related person transactions (within
the meaning of Item 404(a) of Regulation S-K) between Ms. O'Keefe and the
Company.
In connection with her appointment to the Board, and in accordance with the
Company's Amended and Restated Non-Employee Director Compensation Policy, (i)
Ms. O'Keefe will be granted, pursuant to the Company's 2017 Equity Incentive
Plan (the "Plan"), an initial restricted stock unit award to acquire the
Company's common stock at a later date, to be valued at $230,000 in the
aggregate, and (ii) the Company will pay Ms. O'Keefe an annual retainer of
$45,000 for service as a member of the Board. The Plan and related forms of
restricted stock unit award are filed as Exhibits 10.1 and 10.3, respectively,
to the Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the "SEC") on June 13, 2017.
The Company will enter into an indemnity agreement with Ms. O'Keefe in
connection with her services as a member of the Board. The form of indemnity
agreement is filed as Exhibit 10.6 to the Company's Quarterly Report on Form
10-Q, filed with the SEC on August 8, 2018.
Director Resignation
On June 30, 2022, Rick Anderson, a member of the Board, informed the Company of
his resignation from the Board, effective July 6, 2022. Mr. Anderson's decision
was not due to any disagreement with the Company.
Item 7.01 Regulation FD Disclosure.
On July 6, 2022, the Company issued a press release announcing the resignation
of Mr. Anderson from the Board and the appointment of Ms. O'Keefe to the Board,
which press release is attached as Exhibit 99.1 to this report.
The press release attached to this report as Exhibit 99.1 is furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or subject to the liabilities of that section. The
information contained in the press release attached to this report as Exhibit
99.1 shall not be deemed incorporated by reference into any other filing with
the SEC made by the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Document
Press release, issued by Apollo Endosurgery, Inc., dated July
99.1 6 , 2022.
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