ABEONA THERAPEUTICS INC. (NASDAQ:ABEO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
On May 20, 2020, Abeona Therapeutics Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan (as amended, the “Plan”) to increase the number of shares of common stock of the Company available for issuance under the Plan by 8,000,000 shares.
For a description of the principal terms of the Plan, see “Proposal 2 – Approval of an Amendment to the 2015 Equity Incentive Plan” in the Company’s Proxy Statement dated April 10, 2020 for the Annual Meeting, which description is incorporated herein by reference.
On May 20, 2020, the Board of Directors (the “Board”) of the Company amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”). Among other things, the Bylaw amendments (i) provide for a majority voting standard in the election of directors in uncontested elections, with a carve-out providing for a plurality voting standard in contested director elections, (ii) realign the roles of Chief Executive Officer and Executive Chairman within the Company, and (iii) amend the existing exclusive jurisdiction provisions to provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any claims under the Securities Act of 1933, as amended. In connection with its adoption of a majority voting standard, the Board also approved an amendment to the Bylaws to eliminate cumulative voting in director elections.
Under the adopted majority voting standard, the standard for uncontested elections of directors was changed to a majority voting standard so that a nominee for director will be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. The majority voting standard adopted by the Board has a plurality carve-out for stockholder meetings where the election of directors is a contested election (as defined in the Bylaws). As a condition to being nominated to stand for election as director, a proposed nominee must deliver an irrevocable letter of resignation as a director, effective upon such person’s failure to receive the required vote for reelection at the next meeting of stockholders at which such person would face reelection. If a nominee for director is not elected and the nominee is an incumbent director, the Board’s Nominating and Corporate Governance Committee (the “Committee”) will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 calendar days from the date of the certification of the election results. The Committee, in making its recommendation, and the Board, in making its decision, may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Committee or the decision of the Board with respect to his or her tender of resignation, but may participate in the recommendation or the decision regarding another director’s tender of resignation.
The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
The Annual Meeting was held virtually on May 20, 2020. The following matters were acted upon:
Proposal 1. Election of Directors.
Christine Silverstein and Todd Wider, M.D. were elected to serve as Class 1 directors of the Company until the 2023 annual meeting of stockholders and until their successors are elected and qualified. The results of the election of directors are as follows:
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Amended and Restated Bylaws |
ABEONA THERAPEUTICS INC. Exhibit
EX-3.1 2 ex3-1.htm Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ABEONA THERAPEUTICS INC. (As amended and restated as of May 20,…
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About ABEONA THERAPEUTICS INC. (NASDAQ:ABEO)
Abeona Therapeutics, Inc. (Abeona), formerly PlasmaTech Biopharmaceuticals, Inc., is focused on developing and delivering gene therapy and plasma-based products for rare diseases. The Company’s lead programs are ABO-101 (AA9 NAGLU) and ABO-102 (scAAV9 SGHG), adeno-associated virus (AAV)-based gene therapies for Sanfilippo syndrome (Mucopolysaccharidosis (MPS) IIIA and IIIB) in collaboration with patient advocate groups, researchers and clinicians. The Company is also developing ABO-201 (scAAV9 CLN3) gene therapy for juvenile Batten disease (JBD), and ABO-301 (AAV LK19 FANCC) for Fanconi anemia (FA) disorder using a clustered, regularly interspaced short palindromic repeats (CRISPR)/Cas9-based gene editing approach to gene therapy program for rare blood diseases. It is developing rare plasma protein therapies, including PTB-101 SDF Alpha (alpha-1 protease inhibitor) for inherited chronic obstructive pulmonary disease. Its product pipeline also consists of MuGard and ProdiGard.
