On August 17, 2019, the Board of Directors (the “Board”) of Arbutus Biopharma Corporation (the “Company”) (a) increased the size of the Board by one member such that the Board will thereafter consist of eight directors and (b) appointed Andrew Cheng, M.D., Ph.D. to the Board to fill the vacancy for the newly created directorship resulting from the increase in the number of directors, to serve until the Company’s 2020 annual general meeting of shareholders and until his successor is duly appointed and qualified, or until his earlier death, resignation or removal. The Board also appointed Dr. Cheng to be a member of the Executive Compensation and Human Resources Committee of the Board (the “Compensation Committee”).
Dr. Cheng’s cash compensation will be consistent with the cash compensation provided to all of the Company’s non-employee directors. Under the Company’s current non-employee director compensation policy, Dr. Cheng will receive an annual cash retainer of $40,000 for general availability and participation in meetings and conference calls of the Board. Dr. Cheng will receive an additional annual retainer of $5,000 for his service as a member of the Compensation Committee. Dr. Cheng was granted an option to acquire 60,000 common shares of the Company, with such option vesting one-third each year on the annual anniversary date of the grant subject to Dr. Cheng’s continued service on the Board. The options are exercisable for 10 years from the date of grant, at a price equal to $1.50>per share, which was the closing price of the Company’s common shares on the Nasdaq Stock Market on August 16, 2019, the trading day immediately preceding the date of the grant. The option will also be subject to the terms and conditions of the Company’s 2016 Omnibus Share and Incentive Plan, as supplemented, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Securities and Exchange Commission (“SEC”) on August 5, 2019.
The Company also entered into an indemnity agreement with Dr. Cheng in connection with his appointment to the Board. The indemnity agreement is in substantially the same form as the indemnity agreement for the other directors of the Company that was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2019.
No arrangement or understanding exists between Dr. Cheng and any other person to which Dr. Cheng was appointed as a director, and there are no transactions with Dr. Cheng which would require disclosure under Item 404(a) of Regulation S-K.
About Arbutus Biopharma Corporation (NASDAQ:ABUS)
Arbutus Biopharma Corporation, formerly Tekmira Pharmaceuticals Corporation, is a therapeutic solutions company. The Company is engaged in discovering, developing and commercializing a cure for patients suffering from chronic hepatitis B infection (HBV), a disease of the liver caused by the hepatitis B virus (HBV). It is developing a pipeline focused on advancing Ribo Nucleic Acid interference therapeutics (RNAi) using its Lipid Nanoparticle technology. The Company’s lead RNAi HBV candidate, ARB-1467, eliminates HBV surface antigen expression in patients chronically infected with HBV. ARB-1467 is being developed as a multi-component RNAi therapeutic that targets various sites on the HBV genome. It is also developing small molecule covalently closed circular deoxyribonucleic acid (cccDNA) formation inhibitors, multiple small molecule orally bioavailable inhibitors of HBV surface antigen production and secretion, cccDNA epigenetic modifiers and stimulator of interferon genes agonists.
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