Item 5.02. Departure of Directors or Certain Officers; Election of Directors.
On September 7, 2020, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, the Board appointed Thomas G. Wiggans to join
the Board, effective as of September 7, 2020. Mr. Wiggans will serve as a
Class III director until his term expires at the 2023 annual meeting of
stockholders at which time he will stand for election by the Company's
stockholders. The Board determined that Mr. Wiggans is independent under the
listing standards of Nasdaq. Mr. Wiggans was also appointed to serve on the
Compensation Committee of the Board. The Board has determined that Mr. Wiggans
meets the requirements for independence of compensation committee members under
the applicable listing standards of Nasdaq and the Securities Exchange Act of
1934, as amended. Effective as of September 7, 2020, the Compensation Committee
of the Board is composed of Mr. Wiggans, Peter Wirth, J.D. and Timothy P.
Clackson, Ph.D. The composition of the Audit Committee and the Nominating and
Corporate Governance Committee remains unchanged.
As a non-employee director, Mr. Wiggans will receive cash compensation and an
equity award for his Board service in accordance with the Company's Non-Employee
Director Compensation Policy, as amended. Mr. Wiggans is not a party to any
transaction with the Company that would require disclosure under Item 404(a) of
Regulation S-K, and there are no arrangements or understandings between
Mr. Wiggans and any other persons pursuant to which he was selected as a
director. In addition, Mr. Wiggans has entered 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.
On September 9, 2020, the Company issued a press release announcing Mr. Wiggans'
appointment to the Board. A copy of this press release is filed as Exhibit 99.1
to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by the Company on September 9, 2020--------------------------------------------------------------------------------
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