Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 20, 2022, Redonda Miller, M.D., M.B.A. notified Invivyd, Inc. (the
"Company") of her decision to resign from the Board of Directors of the Company
(the "Board") and all committees thereof, effective immediately. The resignation
of Dr. Miller was not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
On October 20, 2022, the Board, upon the recommendation of the Nominating and
Corporate Governance Committee of the Board (the "Nominating Committee"),
appointed Christine Lindenboom as a Class II director, effective immediately,
with her term expiring at the Company's 2023 annual meeting of stockholders. The
Board also appointed Ms. Lindenboom to the Nominating Committee, effective
immediately.
Ms. Lindenboom's compensation as a director will be consistent with the
compensation provided to all of the Company's non-employee directors. Under the
Company's current non-employee director compensation policy, Ms. Lindenboom will
receive an annual cash retainer of $40,000 for her Board service. Ms. Lindenboom
will receive an additional annual retainer of $4,000 for her service on the
Nominating Committee. Ms. Lindenboom was granted a nonqualified option to
acquire 150,000 shares of common stock of the Company (the "Common Stock"), with
such grant vesting over a three-year period, with one-third of the shares
vesting on the first anniversary of October 20, 2022 (the "Grant Date") and
1/36th of the shares vesting in equal monthly installments thereafter, such that
the option is fully vested on the third anniversary of the Grant Date, subject
to Ms. Lindenboom's service with the Company through each such vesting date. The
option is exercisable for 10 years from the Grant Date, with the same per share
exercise price as the closing sales price of the Common Stock on the Nasdaq
Stock Market on the Grant Date. The option will also be subject to the terms and
conditions of the Company's 2021 Equity Incentive Plan, as amended.
The Company and Ms. Lindenboom also entered into the Company's standard form of
indemnification agreement, a copy of which was filed as Exhibit 10.4 to the
Registration Statement on Form S-1/A (File No. 333-257975) filed with the U.S.
Securities and Exchange Commission on August 2, 2021. Pursuant to the terms of
the indemnification agreement, the Company may be required, among other things,
to indemnify each director for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts actually and reasonably incurred by them
in any action or proceeding arising out of their service as a director of the
Company.
There is no arrangement or understanding between Ms. Lindenboom and any other
person pursuant to which Ms. Lindenboom was appointed a director of the Company.
There are no relationships or transactions in which Ms. Lindenboom has or will
have an interest, or was or is a party, requiring disclosure under Item 404(a)
of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 24, 2022, the Company issued a press release announcing changes to
the Board. A copy of the press release is being furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference to this Item
7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated October 24, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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