Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On October 3, 2022, Viviane Monges notified the Board of Directors (the "Board")
of DBV Technologies S.A. (the "Company") of her resignation from the Board and
all committees thereof, effective immediately. Ms. Monges's resignation was not
the result of any dispute or disagreement with the Company or the Board.
In connection with Ms. Monges's resignation, the Board appointed Timothy E.
Morris, currently serving as independent director and member of the Audit
Committee of the Board (the "Audit Committee"), as the Chairperson of the Audit
Committee, in replacement of Ms. Monges.
In addition, Daniele Guyot-Caparros was appointed to the Board of the Company
effective immediately, to fill the vacancy created by the resignation of
Ms. Monges. Ms Guyot-Caparros's appointment will be submitted to a shareholder
vote at the next convened annual Ordinary and Extraordinary General Meeting of
shareholders.
There are no arrangements or understandings between Ms. Guyot-Caparros and any
other person pursuant to which Ms. Guyot-Caparros was appointed as a director.
Ms. Guyot-Caparros does not have any family relationships with any of the
Company's directors or executive officers, and she does not have a direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Ms. Guyot-Caparros will be compensated in accordance with the
Company's non-employee director compensation policy. Ms. Guyot-Caparros will
receive a fixed annual retainer of €100,000 per year for her service as a
director.
In connection with her appointment to the Board, Ms. Guyot-Caparros plans to
enter into the Company's standard form of indemnification agreement, a copy of
which was filed as Exhibit 10.3 to the Company's Registration Statement on
Form F-1/A (File No. 333-198870) filed with the Securities and Exchange
Commission on October 15, 2014.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on October 3, 2022, announcing the director
resignation and appointments described in Item 5.02. The press release making
this announcement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated October 3, 2022.
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