Chimerix, Inc. (NASDAQ:CMRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)On March 28, 2018, John Leonard, M.D. and James Niedel, M.D., Ph.D. each notified Chimerix, Inc. (the “Company”) of his decision not to stand for re-election as a member of the Company’s Board of Directors (the “Board”) when his term as a Class II director expires at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). Additionally, on March 28, 2018, Ernest Mario, Ph.D. notified the Company of his resignation as a member and Chairman of the Board, effective as of the date of the 2018 Annual Meeting.
(d)On March 28, 2018, the Board appointed Robert J. Meyer, M.D., Edward F. Greissing Jr. and Fred A. Middleton (collectively, the “Director Appointees”), to serve as a Class I, Class II and Class III director of the Company, respectively, effective immediately.
Additionally, on March 28, 2018, the Board took the following actions, effective as of the 2018 Annual Meeting:
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appointed Martha J. Demski as Chair of the Board, to succeed Dr. Mario in that role; |
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reconstituted the Audit Committee of the Board to consist of Mr. Middleton (Chair), Catherine Gilliss, Ph.D., RN, FAAN, and Ronald C. Renaud, Jr.; |
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reconstituted the Compensation Committee of the Board to consist of Patrick Machado (Chair), James M. Daly, and Dr. Meyer; and |
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reconstituted the Nominating and Corporate Governance Committee of the Board to consist of Mr. Greissing (Chair) and Dr. Gilliss. |
In accordance with the Company’s non-employee director compensation policy, upon their appointment as directors, each Director Appointee was granted a nonqualified stock option to purchase 42,000 shares of the Company’s common stock at an exercise price equal to $5.25 per share, the closing price of the Company’s common stock on the date of grant, and which will vest and become exercisable over a four year period following the date of grant. Additionally, each Director Appointee will be entitled to receive a $35,000 annual retainer for their service as a director. At each annual stockholder meeting following which any Director Appointee’s term as a director continues, such Director Appointee will be entitled to receive a nonqualified stock option to purchase 21,000 shares of the Company’s common stock, which will vest and become exercisable over a one year period following the date of grant. Each Director Appointee will also enter into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving any Director Appointee requiring disclosure under Item 404(a) of Regulation S-K.
Additional information about each Director Appointee can be found in the press release issued by the Company on March 29, 2018, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
CHIMERIX INC ExhibitEX-99.1 2 exhibit99120180329cmrxpres.htm EXHIBIT 99.1 Exhibit Chimerix Announces Martha J. Demski as Board Chair; Appoints New Members to Board of Directors DURHAM,…To view the full exhibit click here
About Chimerix, Inc. (NASDAQ:CMRX)
Chimerix, Inc. (Chimerix) is a biopharmaceutical company. The Company is focused on discovering, developing and commercializing oral antivirals. The Company, based on its lipid conjugate technology, has developed its lead compound, brincidofovir (BCV, CMX001), which is in Phase III clinical development. In addition, the Company has an active discovery program focusing on viral targets for which limited or no therapies are available. Brincidofovir is an investigational oral nucleotide analog that has shown spectrum antiviral activity against over five families of double-stranded deoxyribonucleic acid (dsDNA) viruses that affect humans. CMX157, is its second clinical-stage nucleotide analog, uses the same lipid technology as brincidofovir to deliver high intracellular concentrations of the potent antiviral drug, tenofovir. Tenofovir is marketed under the brand name Viread. The Company has discovered, developed and selected a clinical candidate, CMX669, for BK virus and cytomegalovirus.
