Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New Director
On October 19, 2021, the Board of Directors (the "Board") of Dynavax
Technologies Corporation (the "Company") appointed Scott Myers to serve as a
Class I Director and Chairman of the Board, effective immediately, to serve
until the 2022 Annual Meeting of Stockholders, until his successor is duly
elected and qualified, or until his earlier death, resignation or removal. The
Board does not currently intend to appoint Mr. Myers to any committees of the
Board.
Pursuant to the Company's non-employee director compensation policy, as amended,
(the "Policy"), a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K, on the date of his appointment Mr. Myers was granted a Nonstatutory
Stock Option ("NSO") to purchase 45,000 shares of the Company's Common Stock
with exercise price of $17.55 per share, which is equal to the closing price of
the Company's Common Stock on October 19, 2021, as reported on the Nasdaq
Capital Market, and 10,714 Restricted Stock Units ("RSU").The NSO and RSU were
granted under the Company's 2018 Equity Incentive Plan and vest over three years
in equal annual installments on the anniversary of the grant date, provided that
Mr. Myers continues to provide services to the Company through each vesting
date. The release of RSU shares will be mandatorily deferred until Mr. Myers no
longer provides services to the Company. Mr. Myers will also receive an annual
cash retainer of $100,000 for service as Chairman of the Board.
There are no arrangements or understandings between Mr. Myers and any other
person pursuant to which Mr. Myers was appointed as a director of the Company,
and there are no family relationships between Mr. Myers and any of the Company's
other directors or executive officers. Mr. Myers is not a party to any current
or proposed transaction with the Company for which disclosure is required under
Item 404(a) of Regulation S-K.
The Company will enter into its standard form of indemnification agreement (the
"Indemnity Agreements") with Mr. Myers. The Indemnity Agreement provides, among
other things, that the Company will indemnify Mr. Myers, under the circumstances
and to the extent provided therein, for certain expenses which he may be
required to pay in connection with certain claims to which he may be made a
party by reason of his service to the Company as a director, and otherwise to
the fullest extent under applicable law. The foregoing is only a brief
description of the terms of the indemnification arrangement with Mr. Myers, does
not purport to be complete, and is qualified in its entirety by reference to the
form of Indemnification Agreement, previously filed as Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the period ended December 31, 2020, as
filed on February 25, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
99.1 Dynavax Technologies Corporation Non-Employee Director Compensation
Policy, effective October 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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