Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Director
As previously announced, Ms. Kathleen Sebelius did not stand for re-election at
the 2021 Annual General Shareholder Meeting of Myovant Sciences Ltd. (the
"Company"). By action taken by the Board on November 4, 2021, effective on
November 5, 2021, Dr. Nancy Valente M.D. was appointed by the Board as a
director to fill the vacancy resulting from Ms. Sebelius's departure from the
Board. Dr. Valente will also become a member of the Audit Committee and the
Nominating and Corporate Governance Committee of the Board.
Dr. Valente, 63, has over 20 years of experience leading global development
programs involving novel first-in-class molecules. Her most recent role, from
2019 to June 2021, was Senior Vice President and Co-lead for Global Product
Development, Oncology, Hematology Development Therapeutic Area of Roche, a
pharmaceutical company, where she was responsible for strategic planning,
clinical development, collaboration activities and budget management in the
areas of product development oncology and hematology. Before that, from 2003 to
2009, Dr. Valente held various positions with increasing responsibilities at
Genentech, Inc. and then at Roche from 2009 to 2019 after Genentech was acquired
by Roche. Prior to that, Dr. Valente served as the Vice President, Clinical
Development at Anosys, Inc., a biopharmaceutical company, from 2001 to 2003.
Prior to that, from 1998 to 2001, Dr. Valente served on various positions at
Coulter Pharmaceutical, Inc. a biopharmaceutical company, where her last role
was Director of Clinical Research. Dr. Valente held an academic faculty position
at the University of California, San Francisco, specializing in breast cancer,
from 1996 to 1998, and served as Assistant Adjunct Clinical Professor of
Medicine at the Division of Hematology/Oncology, Breast Care Center at the
University of California, San Francisco, from 1998 to 2001 and from 2003 to
2004. Dr. Valente earned a B.S. and an M.D. from the University of Missouri. In
addition, Dr. Valente completed her internal medicine residency at Oregon Health
& Sciences University in Portland and an Oncology fellowship from the University
of California, San Francisco, and a Hematology fellowship from Stanford
University.
As a non-executive director, Dr. Valente will be entitled to receive the
standard cash and equity compensation for non- executive directors described
under the caption "Director Compensation" in the Company's definitive proxy
statement filed with the Securities and Exchange Commission on July 28, 2021. In
addition, the Company will reimburse her for reasonable expenses incurred in
serving as a director.
Dr. Valente will enter into an indemnification agreement with the Company on the
same terms as the indemnification agreement applicable to the Company's
directors, a copy of which is filed as Exhibit 10.8 to the Company's
registration statement on Form S-1 filed on September 30, 2016.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 5, 2021, the Company held its 2021 Annual General Meeting of
Shareholders (the "Annual Meeting") in London, United Kingdom. At the Annual
Meeting, the shareholders considered and approved three proposals, each of which
is described in more detail in the Company's definitive proxy statement filed
with the Securities and Exchange Commission on July 28, 2021 (the "Proxy
Statement"). Set forth below are the voting results with respect to each matter
voted upon.
Proposal No. 1, Election of Directors: Terrie Curran, Mark Guinan, Adele Gulfo,
David Marek, Hiroshi Nomura, and Myrtle Potter were each elected to serve as a
director for a one-year term by the following votes:
Votes
Name Votes For Against Abstain Broker Non-Votes
Terrie Curran 64,046,118 9,675,278 17,940 8,299,501
Mark Guinan 72,983,104 744,999 11,233 8,299,501
Adele Gulfo 69,848,505 3,875,904 14,927 8,299,501
David Marek 71,191,192 2,533,207 14,937 8,299,501
Hiroshi Nomura 69,081,890 4,645,379 12,067 8,299,501
Myrtle Potter 70,186,800 3,539,669 12,867 8,299,501
Proposal No. 2, Ratification of Selection of Auditors: The shareholders ratified
the selection by the Audit Committee of the Company's Board of Directors of
Ernst & Young LLP as the Company's independent registered public accounting firm
for the Company's fiscal year ending March 31, 2022, the appointment of Ernst &
Young LLP as the Company's auditor for statutory purposes under the Bermuda
Companies Act 1981, as amended, for the Company's fiscal year ending March 31,
2022, and the authorization of the Company's Board of Directors, through the
Audit Committee, to set the remuneration for Ernst & Young LLP as the Company's
auditor for the Company's fiscal year ending March 31, 2022, by the following
votes:
Votes For Votes Against Abstain Broker Non-Votes
81,722,939 281,076 34,822 -
Proposal No. 3, Advisory Approval of Executive Compensation: The shareholders
approved, on an advisory basis, the compensation of the Company's named
executive officers, as described in the Proxy Statement, by the following votes:
Votes For Votes Against Abstain Broker Non-Votes
72,455,802 1,191,204 92,330 8,299,501
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