Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Morris Birnbaum, M.D., Ph.D. as a Class I Director
On June 9, 2022, Morris Birnbaum, M.D., Ph.D. informed Cerevel Therapeutics
Holdings, Inc. (the "Company") that he is retiring from his role as Senior Vice
President and Chief Scientific Officer of Internal Medicine at Pfizer Inc.
("Pfizer"), and will therefore be stepping down from his position as a Class I
member of the Board of Directors of the Company (the "Board"), and all
committees thereof, effective June 14, 2022. Dr. Birnbaum's resignation is not
the result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Appointment of Suneet Varma as a Class I Director
On June 14, 2022, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board (the "Nominating and Corporate Governance
Committee"), the Board appointed Suneet Varma to serve on the Board, effective
immediately. Mr. Varma shall serve as a Class I director until his term expires
at the 2024 annual meeting of stockholders. The Board determined that Mr. Varma
is independent under the listing standards of The Nasdaq Capital Market.
Suneet Varma is currently Global President, Rare Diseases, at Pfizer, where he
leads one of Pfizer's fastest growing, high science units, which includes a
diverse portfolio in multiple therapeutic areas including cardiology,
hematology, endocrinology-metabolic, renal and neurology. Just prior, Mr. Varma
was Global President, Hospital Business Unit, one of Pfizer's largest units
which impacts the lives of over 200 million patients annually. Prior to that,
Mr. Varma held positions of increasing responsibility at Pfizer, including
Global President within Pfizer's Essential Health group leading the Global
Brands and Anti-Infectives portfolios, President and General Manager of Pfizer
Consumer Healthcare and Regional President North America, Regional President
Asia-Pacific and President of Consumer Healthcare in Canada. Mr. Varma currently
sits on the Board of Trustees of Drew University and Kent Place School. Over his
career, he has also sat on the Board of the Ad Council and several industry
associations. Mr. Varma received his M.B.A. from the Harvard Business School and
a B.S. in Engineering from Tufts University.
Mr. Varma was nominated to serve as a director by Pfizer pursuant to that
certain Amended and Restated Registration and Shareholder Rights Agreement,
dated as of October 27, 2020 and as amended as of the date hereof, by and among
the Company and the investors party thereto. Mr. Varma is not a party to any
transaction with the Company that would require disclosure under
Item 404(a) of Regulation S-K, and, except as disclosed above, there are no
arrangements or understandings between Mr. Varma and any other persons pursuant
to which he was selected as a director. In addition, Mr. Varma will enter into
an indemnification agreement with the Company consistent with the form of
indemnification agreement entered into between the Company and its
existing non-employee directors.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 14, 2022, upon the recommendation of the Nominating and Corporate
Governance Committee, the Board approved and adopted the Amended and Restated
By-laws of the Company (as amended, the "Amended Bylaws"), effective
immediately, to provide for majority voting in uncontested elections of
directors with a board-rejectable director resignation policy.
The Amended Bylaws provide that, in uncontested elections, a director nominee
will be elected by the vote of a majority of the votes properly cast, which
means that the number of shares voted "for" a director must exceed the number of
votes cast "against" that director. For the avoidance of doubt, neither
abstentions nor broker non-votes, which refers to a share otherwise present at
the meeting for which a stockholder gives no authority or direction, will be
counted as either votes cast "for" or "against" that director's election. In
contested elections, where the number of nominees exceeds the number of
directors to be elected, plurality voting will continue to apply.
Incumbent directors who fail to receive a majority of votes cast will not be
elected and will be required to tender a letter of resignation to the Chairman
of the Board. The Chairman of the Board will refer the resignation to the
Nominating and Corporate Governance Committee for consideration, who will make a
recommendation to the Board as to whether or not to accept the resignation. The
Board will promptly accept the resignation unless the Board determines, in
consultation with the Nominating and Corporate Governance Committee, that there
are exceptional circumstances relating to the composition of the Board or the
voting results that should delay the acceptance of the resignation or justify
rejecting it. Following the Board's decision, the Company will promptly publicly
announce its decision, which, in the event that the Board determines not to
accept the resignation, will state the reasons for such decision.
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The foregoing summary is qualified in its entirety by reference to the full text
of the Amended Bylaws, filed as Exhibit 3.1 to this Current Report on Form 8-K
and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2022, the Company held its 2022 Annual Meeting of Stockholders (the
"Annual Meeting") in a virtual-only format via live webcast. Proxies were
solicited pursuant to the Company's definitive proxy statement (the "Proxy
Statement") filed on April 28, 2022 with the Securities and Exchange Commission
under Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). As of April 18, 2022, the record date for the Annual Meeting,
the number of shares of the Company's common stock, $0.0001 par value per share
("Common Stock"), outstanding and entitled to vote at the Annual Meeting was
148,289,416. The number of shares of Common Stock present or represented by
valid proxy at the Annual Meeting was 116,599,373, representing 78.63% of the
total number of shares outstanding as of the record date, thus establishing a
quorum for the Annual Meeting. Shares present virtually during the Annual
Meeting were considered shares of Common Stock represented in person at the
Annual Meeting. Each share of Common Stock was entitled to one vote with respect
to matters submitted to the Company's stockholders at the Annual Meeting.
At the Annual Meeting, the Company's stockholders were asked to vote on the
following matters, which are described in detail in the Proxy Statement: (i) to
elect four Class II director nominees to the Board, each to hold office until
the Company's 2025 annual meeting of stockholders and until his or her successor
is duly elected and qualified, or until his or her earlier resignation or
removal ("Proposal 1"); (ii) to approve, on a non-binding advisory basis, the
compensation of the Company's named executive officers as described in the Proxy
Statement ("Proposal 2"); (iii) to approve, on a non-binding advisory basis, the
frequency of future advisory votes on named executive officers' compensation
("Proposal 3"); and (iv) to ratify the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022 ("Proposal 4").
The voting results reported below are final.
Proposal 1 - Election of Four Class II Directors
The stockholders of the Company elected Deborah Baron, M.B.A., Doug Giordano,
M.B.A., Adam Koppel, M.D., Ph.D., and Ruth McKernan, Ph.D., CBE, FMedSci as
Class II directors of the Company, for a three-year term ending at the annual
meeting of stockholders to be held in 2025 and until their successors have been
duly elected and qualified or until their earlier death, resignation or removal.
The results of the stockholders' vote with respect to the election of the
Class II directors were as follows:
BROKER
CLASS II DIRECTOR NOMINEE FOR WITHHELD NON-VOTES
Deborah Baron, M.B.A. 107,409,429 7,989,080 1,200,864
Doug Giordano, M.B.A. 110,045,759 5,352,750 1,200,864
Adam Koppel, M.D., Ph.D. 105,404,880 9,993,629 1,200,864Ruth McKernan, Ph.D., CBE, FMedSci 110,168,102 5,230,407 1,200,864
Proposal 2 - Non-binding Advisory Vote on the Compensation of Named Executive
Officers
The stockholders of the Company approved, on a non-binding, advisory basis, the
compensation of the Company's named executive officers as disclosed in the Proxy
Statement. The results of the stockholders' vote with respect to the
compensation of the named executive officers were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
115,000,333 388,152 10,024 1,200,864
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Proposal 3 - Non-binding Advisory Vote on the Frequency of Future Advisory Votes
on Named Executive Officers' Compensation
The stockholders approved, on a non-binding, advisory basis, the frequency of
future non-binding advisory votes on the compensation of the Company's named
executive officers of every one year. The results of such vote were as follows:
ONE TWO THREE
YEAR YEARS YEARS ABSTAIN BROKER NON-VOTES
115,381,866 6,243 5,267 5,133 1,200,864
In light of such vote, the Board has determined that the Company will hold
future non-binding advisory votes on executive compensation on an annual basis
until the next required non-binding advisory vote on the frequency of future
stockholder votes on the named executive officers' compensation.
Proposal 4 - Ratify the Selection of Independent Registered Public Accounting
Firm
The stockholders of the Company ratified the selection of Ernst & Young LLP as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022. The results of the stockholders' vote with respect to
such ratification were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
116,589,277 9,821 275
N/A
No other matters were submitted to or voted on by the Company's stockholders at
the Annual Meeting.
Item 7.01 Regulation FD Disclosure.
On June 15, 2022, the Company issued a press release announcing the resignation
of Dr. Birnbaum and the appointment of Mr. Varma to the Board. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated into this
Item 7.01 by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed
"filed" for purposes of Section 18 of Exchange Act or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws of Cerevel Therapeutics Holdings,
Inc.
99.1 Press release issued by Cerevel Therapeutics Holdings, Inc. on
June 15, 2022, furnished herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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