AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
(d)
On February1, 2018, our Board of Directors (the “Board”) increased the size of the Board from four to five directors and, following the recommendation of the Nominating and Corporate Governance Committee, elected John H. Johnson as a member of the Board to fill the newly created directorship, effective immediately. Mr.Johnson will serve as a director until the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) and thereafter until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Accordingly, Mr.Johnson will stand for election at the 2018 Annual Meeting. Mr.Johnson was also appointed to serve on the Company’s Compensation and Nominating and Corporate Governance Committees. The Board has determined that Mr.Johnson is “independent” as contemplated by The Nasdaq Stock Market and other governing laws and applicable regulations, including Rule10C-1 under the Securities Exchange Act of 1934, as amended.
Mr.Johnson currently serves on the boards of Melinta Therapeutics, Inc., Portola Pharmaceuticals, Inc. and Histogenics Corporation, and he is chairman of Strongbridge Biopharma plc. Mr.Johnson is expected to serve as lead independent director at Sucampo Pharmaceuticals, Inc. through the closing of its acquisition by Mallinckrodt plc, as announced December26, 2017. He previously served as chairman of Tranzyme Pharma, Inc. and on the board of BioNJ. Mr.Johnson also previously served as chairman, president and chief executive officer of Dendreon Corporation and as chief executive officer and on the board of Savient Pharmaceuticals, Inc. Prior to these roles, he served as president of Eli Lilly& Company’s Global Oncology Unit following the company’s 2008 acquisition of ImClone Systems Incorporated, where he served as chief executive officer and on ImClone’s board. Prior to ImClone, Mr.Johnson served as the company group chairman of biopharmaceuticals within Johnson& Johnson, where he was responsible for the Johnson& Johnson Biotechnology, Immunology and Oncology commercial businesses. Prior to that role, he held several executive positions at Johnson& Johnson, Parkstone Medical Information Systems, Inc., Ortho-McNeil Pharmaceutical Corporation and Pfizer Inc.
There are no arrangements or understandings between Mr.Johnson and any other person to which he was elected as a director. There are no transactions in which Mr.Johnson has an interest requiring disclosure under Item 404(a)of Regulation S-K of the Securities Act of 1933, as amended. Mr.Johnson will receive compensation for his service as a non-employee director in accordance with our director compensation policy, including the award of a one-time nonqualified stock option under the our Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”) to purchase 100,000 shares of our Common Stock at an exercise price of $3.08 per share, which was equal to the closing price of the Common Stock on The Nasdaq Capital Market on the date of Mr.Johnson’s election. This option vests in 36 equal monthly installments commencing with the first day of the month following the date of grant, subject to the director’s continued service on the Board.
During his service as a non-employee director, after he has served for at least six months, Mr.Johnson will also be entitled to an additional annual award, following re-election at each annual meeting of stockholders, of a nonqualified stock option under and to the Plan to purchase shares of Common Stock having a price per share equal to the then-fair market value of the Common Stock, which vests in twelve equal monthly installments commencing on the first day of the month following the date of grant, subject to the director’s continued service on the Board. Mr.Johnson will also receive cash fees for services as a Board member to AVEO’s director compensation policy, as updated from time to time by the Board.
About AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO)
AVEO Pharmaceuticals, Inc. is a biopharmaceutical company. The Company’s platform delivers insights into cancer and related disease. The Company’s product candidates include Tivozanib, Ficlatuzumab, AV-203 and AV-380. Tivozanib is a selective long half-life vascular endothelial growth factor tyrosine kinase inhibitor (VEGF TKI) that inhibits over three VEGF receptors. Tivozanib is designed to optimize VEGF blockade while minimizing off-target toxicities. Ficlatuzumab is a Hepatocyte Growth Factor (HGF) inhibitory antibody. AV-203 is an anti-ErbB3 monoclonal antibody with ErbB3 affinity. Its preclinical studies suggest that neuregulin1 (NRG1) levels predict AV-203 antitumor activity in preclinical models. AV-380 is a humanized Immunoglobulin G 1 (IgG1) inhibitory monoclonal antibody. AV-380 targets growth differentiating factor 15 (GDF15).