Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On April 15, 2021, the board of directors (the "Board") of AVEO Pharmaceuticals,
Inc. (the "Company"), following the recommendation of the Nominating and
Governance Committee, elected Dr. Kevin Cullen as a member of the Board,
effective April 15, 2021. In accordance with the Company's Second Amended and
Restated By-Laws, Dr. Cullen will serve as a director until the 2021 Annual
Meeting of Stockholders and thereafter until his successor has been duly elected
and qualified or until his earlier death, resignation or removal.
The Board expects to appoint Dr. Cullen to one or more committees of the Board
in connection with its next regularly scheduled meeting. The Company will
provide the foregoing information by filing an amendment to this Current Report
on Form 8-K after the information is determined or becomes available.
Dr. Cullen currently serves as the Marlene and Stewart Greenebaum Distinguished
Professor in Oncology and director of the Program in Oncology at the University
of Maryland School of Medicine. He also serves as director of the University of
Maryland Marlene and Stewart Greenebaum Comprehensive Cancer Center, a position
he has held since January 2004. In addition to the positions he holds at the
University of Maryland, Dr. Cullen also serves on the scientific advisory
committees for the Cancer Centers of University of Minnesota, Case Western
Reserve University, The Ohio State University Comprehensive Cancer Center, and
Johns Hopkins University. In 2011, he was appointed by President Obama to the
National Cancer Advisory Board. Dr. Cullen's previous experience was as interim
director of the Lombardi Cancer Center at Georgetown University from October
2000 to September 2002 and professor of medicine, oncology, and otolaryngology
at Georgetown University School of Medicine from July 2002 to January 2004.
There are no arrangements or understandings between Dr. Cullen and any other
person pursuant to which he was elected as a director. There are no transactions
in which Dr. Cullen has an interest requiring disclosure under Item 404(a) of
Regulation S-K of the Securities Act of 1933, as amended.
Dr. Cullen will receive compensation for his service as a non-employee director
in accordance with the Company's director compensation policy, including the
award of a one-time nonqualified stock option under the Company's 2019 Equity
Incentive Plan, as amended (the "Plan") to purchase 25,000 shares of the
Company's common stock ("Common Stock") at an exercise price of $6.30 per share,
which was equal to the closing price of Common Stock on The Nasdaq Capital
Market on the effective date of Dr. Cullen's election. This option vests in 36
equal monthly installments commencing with the first day of the month following
the date of grant, subject to the director's continued service on the Board. In
addition, Dr. Cullen, beginning with the 2022 annual meeting of stockholders,
will be entitled to an annual award upon re-election at each annual meeting of
stockholders, of a nonqualified stock option (an "Annual Director Option") under
and pursuant to the Plan to purchase shares of Common Stock having an exercise
price per share equal to the then-fair market value of the Common Stock. The
Annual Director Option vests in twelve equal monthly installments commencing on
the first day of the month following the date of grant, subject to Dr. Cullen's
continued service on the Board. Dr. Cullen will also receive cash fees for
services as a Board member pursuant the Company's director compensation policy,
as updated from time to time by the Board.
Item 8.01. Other Events.
On April 16, 2021, the Company issued a press release announcing Dr. Cullen's
election as a member of the Board, among other matters. The full text of the
press release issued in connection with the announcement is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release issued by the Company on April 16, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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