Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 26, 2022, the board of directors (the "Board") of Navidea
Biopharmaceuticals, Inc. ("Navidea" or the "Company") established the size of
the Board at five directors, and appointed Joshua M. Wilson as a director,
effective September 30, 2022, to fill the sole vacancy. Mr. Wilson will serve as
a director with a term of office expiring at the Company's 2024 annual meeting
of stockholders. The Board has not determined the Board committees to which Mr.
Wilson will be appointed.
Mr. Wilson will participate in the Company's standard compensation program for
non-employee directors, as described in the Company's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 28, 2022.
There is no arrangement or understanding between Mr. Wilson and any other person
pursuant to which he was selected as a director of the Company and there are no
family relationships between Mr. Wilson and any of the Company's directors or
executive officers. There are no transactions to which the Company is a party
and in which Mr. Wilson has a direct or indirect material interest that would be
required to be disclosed under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Wilson has entered into a standard
Director Agreement with the Company, a form of which was previously filed by the
Company with the U.S. Securities and Exchange Commission on May 10, 2016, and
which is incorporated by reference herein.
On September 30, 2022, the Company issued a press release relating to Mr.
Wilson's appointment, which is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On September 26, 2022, the Board of Directors of the Company approved an
amendment and restatement of the Amended and Restated Bylaws of the Company, as
amended (the "Bylaws"), effective immediately. The Bylaws amend and restate
Section 5 of Article II of the Bylaws in its entirety to provide that the
holders of one-third of the outstanding capital stock of the Company entitled to
vote at a meeting, present in person or by proxy, shall constitute a quorum at
all meetings of stockholders, reducing such threshold from a majority of the
outstanding shares of stock entitled to vote.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Second Amended and Restated Bylaws, a copy of which is attached
hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
On September 30, 2022, the Company announced that its 2022 Annual Meeting of
Stockholders ("2022 Annual Meeting") will be held on Thursday, December 8, 2022
at 1:00 pm Eastern Standard Time. The 2022 Annual Meeting will be a completely
virtual meeting conducted via webcast. The Company's Board of Directors has
fixed the close of business on October 10, 2022 as the record date for the
determination of stockholders entitled to notice of and to vote during the 2022
Annual Meeting and any adjournment thereof.
Because the date of the 2022 Annual Meeting is more than 30 days after the
anniversary of the 2021 Annual Meeting of Stockholders, the Company is providing
notice of the due date for the submission of any qualified stockholder proposals
or qualified stockholder director nominations with respect to the 2022 Annual
Meeting.
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In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any stockholder proposal intended to be considered
for inclusion in the Company's proxy materials for the 2022 Annual Meeting must
be delivered to, or mailed to and received at, the Company's executive offices
located at 4995 Bradenton Avenue, Suite 240, Dublin, Ohio 43017, Attention:
Corporate Secretary, on or before the close of business on October 10, 2022,
which the Company has determined to be a reasonable time before it expects to
begin to print and distribute its proxy materials for the 2022 Annual Meeting.
In addition to complying with this deadline, stockholder proposals intended to
be considered for inclusion in the Company's proxy materials for the 2022 Annual
Meeting must also comply with all applicable SEC rules, including Rule 14a-8 of
the Exchange Act.
Pursuant to the Company's Bylaws, any stockholder seeking to raise a proposal
outside the processes of Exchange Act Rule 14a-8 or make a director nomination
for consideration at the 2022 Annual Meeting must comply with the requirements
of the Bylaws, including delivering such proposals and/or nominations to the
executive offices of the Company located at 4995 Bradenton Avenue, Suite 240,
Dublin, Ohio 43017, Attention: Corporate Secretary, by no later than close of
business on October 10, 2022. Any proposal or nomination received outside of
such dates will be considered untimely and will not be considered at the 2022
Annual Meeting. Any stockholder proposal or director nomination must also comply
with the rules and regulations promulgated by the SEC and the Bylaws, as
applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
3.1 Second Amended and Restated
Bylaws
99.1 Press release dated September 30,
2022
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
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NAVIDEA BIOPHARMACEUTICALS, INC. 
