Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Cooperation Agreement
As previously announced, on July 14, 2020, Organovo Holdings, Inc. (the
"Company") entered into a Cooperation Agreement with Keith Murphy, the founder
and former chief executive officer of the Company. Pursuant to the Cooperation
Agreement, the Company's Board of Directors (the "Board") appointed Mr. Murphy
and Adam Stern as directors on the Board, with terms expiring at the Company's
2020 Annual Meeting of Stockholders, which was held on September 15, 2020 (the
"2020 Annual Meeting"). The Board also agreed, in connection with the 2020
Annual Meeting, to recommend, support and solicit proxies for (i) the
re-election of Messrs. Murphy and Stern and (ii) an advisory stockholder vote
(the "Advisory Nominees Proposal") to appoint three individuals, Douglas Jay
Cohen, David Gobel and Alison Tjosvold Milhous (collectively, the "Advisory
Nominees"), to the Board. Mr. Murphy identified each of the Advisory Nominees.
In accordance with the Cooperation Agreement, the Company filed a definitive
proxy statement for the 2020 Annual Meeting of Stockholders with the Securities
and Exchange Commission (the "SEC") on August 6, 2020 (the "Proxy Statement"),
in which the Board recommended, supported and solicited proxies for the
re-election of Messrs. Murphy and Stern and in favor of the Advisory Nominees
Proposal. If the final vote tabulation for the Advisory Nominees Proposal
receives more votes cast "FOR" than "AGAINST" its approval, the Board has
approved the appointment of the Advisory Nominees, to be automatically effective
immediately following the final adjournment of the 2020 Annual Meeting. In
addition, immediately following the appointment of the Advisory Nominees, each
of our existing directors (other than Messrs. Murphy and Stern) will resign from
the Board, which will result in Messrs. Murphy and Stern and the Advisory
Nominees constituting the full membership of the Board (collectively, the "New
Director Slate").
As discussed in Item 5.07 below, at the 2020 Annual Meeting, the Company's
stockholders approved the re-election of Messrs. Murphy and Stern to the Board
as Class III directors to hold office until the 2023 Annual Meeting of
Stockholders. The Company's stockholders also approved the Advisory Nominees
Proposal.
New Director Appointments
In accordance with the terms of the Cooperation Agreement, the Board appointed
Douglas Jay Cohen, David Gobel and Alison Tjosvold Milhous to the Board, with
the appointments effective upon the final adjournment of the 2020 Annual
Meeting. Ms. Milhous was appointed as a Class I director to hold office until
the 2021 Annual Meeting of Stockholders and Messrs. Cohen and Gobel were
appointed as Class II directors to hold office until the 2022 Annual Meeting.
Douglas Jay Cohen has served as president and Chief Executive Officer of IR
Medtek LLC since January 2019, a medical device company developing a
non-invasive probe for cancer detection by primary care physicians using a
technology licensed from the Ohio State University. Prior to IR Medtek, Mr.
Cohen served as President and Chief Executive Officer of Beacon Street
Innovations, an advanced technology printing company from September 2016 to
present. From January 1994 to September 2016, Mr. Cohen served as Vice President
of Operations and Engineering at Screen Machine Industries, an industrial and
construction heavy equipment manufacturer. As an active investor in startup
companies, Mr. Cohen has invested in over 20 biotech startups in the past 10
years, including investing in Organovo in 2013 and maintaining a position in the
company ever since. Mr. Cohen received a B.S. from the Massachusetts Institute
of Technology. Mr. Cohen's experience in the life sciences industry, his
experience in managing emerging growth companies and his experience in
developing business strategies qualifies him to be appointed as a member of our
Board of Directors.
David Gobel has served as Chief Executive Officer of Methuselah Fund LLC since
December 2016 and as Chief Executive Officer of Methuselah Foundation since
September 2001, promoting increasing the healthy human lifespan by various means
including; performance prizes, targeted grant making, education, and the
creation/funding of biotech startups. Mr. Gobel became Chief Venture Strategist
at Transportation Security Administration from January 2009 until March 2013,
where he was responsible for strategic planning, innovation management and
creation of a novel Venture Capital capability for TSA and then Department of
Homeland Security by partnering with In-Q-Tel. Mr. Gobel was a member of the
board of Volumetric Biotechnologies, from April 2018 to January 2020, a company
that focuses on the development of bioholographic human tissue printing. Since
July 2018, Mr. Gobel served as member of the board for Turn Bio, and since May
2020 as chairman of the board of Turn Bio. Mr.
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Gobel has served as a board member of Leucadia Therapeutics since October 2015,
and as an independent founding board member of Oisin Therapeutics since December
2014. Mr. Gobel's previous services as chief executive officer for other
biotechnology companies, his experience and expertise with human tissue printing
companies and his extensive board experience qualify him to be appointed as a
member of our Board of Directors.
Alison Tjosvold Milhous has 20 years of audit and technical accounting
experience and is a certified public accountant. She is currently an independent
consultant assisting public and private companies with accounting and reporting
needs primarily within the life sciences and technology industries. Ms. Milhous
was previously an audit partner at Grant Thornton LLP from August 2015 through
September 2019 and held various positions with increasing responsibility at
Grant Thornton from June 2002 as an audit associate through July 2015 as an
audit senior manager. She began her career in June 2000 at Arthur Andersen LLP.
Ms. Milhous served on the membership committee of Athena San Diego, a
professional women's leadership organization with a STEM focus, from August 2012
through September 2019 and was on the Pinnacle steering committee from September
2013 through April 2015. Ms. Milhous received a Bachelor of Science degree in
Business Administration with a dual concentration in Accounting and Finance from
California State Polytechnic University, San Luis Obispo. Ms. Milhous' extensive
financial and accounting experience and her experience providing audit and
consulting services to life sciences companies qualify her to be appointed as a
member of our Board of Directors.
Under the Company's nonemployee director compensation program, Ms. Milhous and
Messrs. Murphy, Cohen, Gobel and Stern will receive an initial stock option
award (the "Initial Option Award") for 35,000 shares of the Company's common
stock. The Initial Option Award will have an exercise price equal to the closing
market price of the Company's common stock on the grant date, and will vest
quarterly over three years measured from their appointment date (i.e., September
15, 2020), subject to accelerated vesting in the event of a change of control.
The Company's form of Non-Employee Director Stock Option Award Agreement was
filed with the Securities and Exchange Commission on June 9, 2015 as Exhibit
10.35 to the Company's Annual Report on Form 10-K for the year ended March 31,
2015 and is incorporated herein by reference.
There are no family relationships between any of the Company's directors or
executive officers.
Board Committee Assignments
Following the 2020 Annual Meeting, the Board approved the appointment of the
Company's directors to the following Board Committees:
Nominating and
Corporate Governance
Director Audit Committee Compensation Committee Committee
Adam Stern Member Member
Douglas Jay Cohen Member Member Chair
David Gobel Chair Member
Alison Tjosvold Milhous Chair Member
In making these assignments, the Board determined that each of Ms. Milhous and
Messrs. Stern, Cohen and Gobel qualify as independent directors under the rules
and regulations of the SEC and the continued listing requirements of the Nasdaq
Stock Market ("Nasdaq"). In addition, the Board determined that each of these
directors satisfy the additional independence and eligibility qualifications
established in the Charters governing such Committees and under the rules and
regulations of the SEC and Nasdaq for serving on the applicable Committee.
New Officer Appointments
Following the adjournment of the 2020 Annual Meeting, the newly constituted
Board of Directors appointed the following executive officers:
Executive Chairman and Principal Executive Officer
On September 15, 2020, the Board appointed Mr. Murphy as the Company's Executive
Chairman and Principal Executive Officer. Mr. Murphy re-joined the Company's
Board in July 2020. Mr. Murphy is the Chief Executive Officer and Chairman of
Viscient Biosciences, Inc. ("Viscient"), a private company that he founded in
2017 that is
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. . .
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 15, 2020, the Company held its 2020 Annual Meeting virtually
commencing at 9:00 a.m. Pacific Daylight Time. Of the Company's 130,618,203
shares of common stock issued and outstanding and eligible to vote as of the
record date of July 17, 2020, a quorum of 97,702,052 shares, or approximately
74.79% of the eligible shares, were represented at the 2020 Annual Meeting
either in person or by proxy.
A description of each matter voted upon at the 2020 Annual Meeting is described
in detail in the Company's definitive proxy statement filed with the Securities
and Exchange Commission on August 6, 2020 (the "Proxy Statement"). The following
actions were taken at the 2020 Annual Meeting:
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1. Election of Directors. The Company's stockholders elected Keith E. Murphy
and Adam Stern as Class III directors, to hold office until the 2023
Annual Meeting of Stockholders and until their respective successors are
duly elected and qualified. Each director nominee received more "FOR"
votes than "WITHHOLD" votes. The following table shows the number of votes
cast "FOR" or "WITHHELD" and the number of "BROKER NON-VOTES" for each
nominee:
Director For Withheld Broker Non-Votes
Keith E. Murphy 59,229,909 634,605 37,837,538
Adam Stern 59,147,657 716,857 37,837,538
2. Advisory Vote to Approve Appointment of Three Additional Directors. The
Company's stockholders approved, on an advisory basis, the Board's
appointment of three additional directors, Douglas Jay Cohen, David Gobel
and Alison Tjosvold Milhous, immediately following the final adjournment
of the 2020 Annual Meeting (the "Advisory Nominees Proposal"). The
Advisory Nominees Proposal received more "FOR" votes than "AGAINST"
votes. The following table shows the number of votes cast "FOR" or
"AGAINST" and the number of "ABSTENTIONS" and "BROKER NON-VOTES" for the
Advisory Nominees Proposal:
For Against Abstentions Broker Non-Votes
54,368,360 5,112,456 383,698 37,837,538
3. Ratification of Auditors. The Company's stockholders ratified the
appointment of Mayer Hoffman McCann P.C., with the approval of 99.22% of
the votes cast, as the Company's independent registered public accounting
firm for the fiscal year ending March 31, 2021. The following table shows
the tabulation of the votes cast "FOR" and "AGAINST" this proposal as well
as the "ABSTENTIONS" submitted on this proposal:
For Against Abstentions
96,109,154 755,083 837,815
4. Advisory Vote on the Compensation of the Named Executive Officers. The
Company's stockholders did not approve, on a non-binding, advisory basis,
the compensation of the Company's named executive officers as disclosed in
the Proxy Statement. The following table shows the tabulation of the votes
cast "FOR" and "AGAINST" this proposal as well as the "ABSTENTIONS" and
"BROKER NON-VOTES" submitted on this proposal:
For Against Abstentions Broker Non-Votes
38,055,008 21,246,214 563,292 37,837,538
No other items were presented for stockholder approval at the Annual Meeting.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Cooperation Agreement, dated July 14, 2020, between the Company
and Keith Murphy. (incorporated by reference from Exhibit 10.1 to
the Company's Current Report on Form 8-K, as filed with the SEC
on July 15, 2020).
10.2 Form of Non-Employee Director Stock Option Award Agreement
(incorporated by reference from Exhibit 10.35 to the Company's
Annual Report on Form 10-K for the year ended March 31, 2015 as
filed with the SEC on June 9, 2015).
10.3 Form of Executive Stock Option Award Agreement (incorporated by
reference from Exhibit 10.36 to the Company's Annual Report on
Form 10-K for the year ended March 31, 2015 as filed with the SEC
on June 9, 2015).
10.4 2012 Equity Incentive Plan (incorporated by reference from
Exhibit 10.15 to the Company's Current Report on Form 8-K as
filed with the SEC on February 13, 2012).
10.5 Form of Indemnification Agreement (incorporated by reference
from Exhibit 10.17 to the Company's Current Report on Form 8-K ,
as filed with the SEC on February 13, 2012).
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