CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) 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
(e) On June 15, 2021, the Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc. (the “Company”), after consultation with the Compensation and Organisation Development Committee of the Board of Directors (the “Committee”), approved the renewal of the employment agreements (each, an “Employment Agreement”) of Spiro Rombotis, the President and Chief Executive Officer of the Company, and Paul McBarron, the Executive Vice President – Finance, Chief Operating Officer and Secretary of the Company, such renewals to be effective from January 1, 2021 through January 1, 2023.
Employment Agreement for Spiro Rombotis
to Mr. Rombotis’ Employment Agreement, Mr. Rombotis’ initial annual base salary remains unchanged at $530,553, which may be increased by the Committee from time to time, and he may also be eligible for a yearly incentive cash bonus based on a percentage of his then current base salary if he meets certain corporate and individual performance criteria set by the Committee at the beginning of each year of employment, subject to the approval of the Board. The Agreement also provides for reimbursement of reasonable and necessary expenses incurred by Mr. Rombotis in connection with the performance of his services. In addition, Mr. Rombotis is entitled to employment benefits in accordance with the Company’s benefit policies in effect from time to time.
The Agreement also provides for certain severance arrangements for Mr. Rombotis. In the event that Mr. Rombotis’ employment is terminated without “cause,” other than termination for a “change of control” (each as defined in the Agreement), the Company will be required to pay Mr. Rombotis (i) all accrued but unpaid compensation up to the time of such termination; (ii) for a period of twelve months following such termination, severance payments in the form of continuation of his base salary as in effect immediately prior to such termination, including coverage of his medical care and life insurance, unless Mr. Rombotis obtains substitute coverage (the “Severance Payments”); and (iii) six months’ accelerated vesting of any options held by Mr. Rombotis. In the event that Mr. Rombotis’ employment is terminated within six months following a “change in control” event, Mr. Rombotis will be entitled to (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of 24 months; (iii) out-of-pocket expenses reasonably incurred by Mr. Rombotis in connection with his and his family’s relocation to London; and (iv) 18 months’ accelerated vesting of any options held by him. In the event of termination due to his death or disability, the Company is required to pay Mr. Rombotis (or his estate, as the case may be) (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of twelve months; and (iii) he will be entitled to twelve months’ accelerated vesting of his options.
In addition, Mr. Rombotis also agreed to certain confidentiality and assignment of inventions obligations and will be subject to certain non-competition obligations for a period of one year following termination of his employment.
Employment Agreement for Paul McBarron
to Mr. McBarron’s Employment Agreement, Mr. McBarron’s initial annual base salary remains unchanged at £208,859, which may be increased by the Committee from time to time, and he may also be eligible for a yearly incentive cash bonus based on a percentage of his then current base salary if he meets certain corporate and individual performance criteria set by the Committee at the beginning of each year of employment, subject to the approval of the Board. The Agreement also provides for reimbursement of reasonable and necessary expenses incurred by Mr. McBarron in connection with the performance of his services. In addition, Mr. McBarron is entitled to employment benefits in accordance with the Company’s benefit policies in effect from time to time.
The Agreement also provides for certain severance arrangements for Mr. McBarron. In the event that Mr. McBarron’s employment is terminated without “cause,” other than termination for a “change of control” (each as defined in the Agreement), the Company will be required to pay Mr. McBarron (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of twelve months following such termination; and (iii) six months’ accelerated vesting of any options held by Mr. McBarron. In the event that Mr. McBarron’s employment is terminated within six months following a “change in control” event, Mr. McBarron will be entitled to (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of 12 months; and (iii) 18 months’ accelerated vesting of any options held by him. In the event of termination due to his death or disability, the Company is required to pay Mr. McBarron (or his estate, as the case may be) (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of twelve months; and (iii) he will be entitled to twelve months’ accelerated vesting of his options.
In addition, Mr. McBarron agreed to certain confidentiality and assignment of inventions obligations and will be subject to certain non-competition obligations for a period of one year following termination of his employment.
Mr. McBarron’s Agreement also contains certain provisions to assure compliance under the laws of the United Kingdom, Mr. McBarron’s place of employment.
The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the forms of Employment Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Cyclacel Pharmaceuticals, Inc. (the “Company”) was held on June 15, 2021 (the “Annual Meeting”).
(b) Proposals Submitted to the Company’s Stockholders
The following proposals were submitted to the holders of the Company’s shares of common stock and voted upon at the Annual Meeting: (i) the reelection of three Class 3 directors to the Company’s board of directors, (ii) the ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, (iii) the approval of an amendment to the Company’s 2018 Equity Incentive Plan, and (iv) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement.
Proposals Submitted to Holders of Common Stock
(i) Votes of the common stockholders regarding the election of the Class 3 director nominees were as follows:
| 10.1 | Employment Agreement between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis |
| 10.2 | Employment Agreement between Cyclacel Pharmaceuticals, Inc. and Paul McBarron |
Cyclacel Pharmaceuticals, Inc. Exhibit
EX-10.1 2 tm2120056d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 1,…
To view the full exhibit click here
About CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC)
Cyclacel Pharmaceuticals, Inc. operates in the field of cell cycle biology. The Company has generated various families of anticancer drugs that act on the cell cycle, including nucleoside analogs, cyclin dependent kinase (CDK) inhibitors, polo-like kinase (PLK) inhibitors and Aurora Kinase/vascular endothelial growth factor receptor (AK/VEGFR) inhibitors. Its family of anticancer drugs that act on the cell cycle include sapacitabine, seliciclib and CYC065. Its lead candidate, sapacitabine, is an orally available nucleoside analog. A number of nucleoside drugs, such as gemcitabine and cytarabine, also known as Ara-C, both generic drugs, are in use as conventional chemotherapies. Seliciclib, its lead CDK inhibitor, is an oral inhibitor of CDK2/9 enzymes that are central to the process of cell division and cell cycle control. Its second-generation CDK inhibitor, CYC065, is an inhibitor of CDKs targeting CDK2/9 enzymes with utility in both hematological malignancies and solid tumors.