Dynavax Technologies Corporation (NASDAQ:DVAX) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On May 31, 2018, the stockholders of Dynavax Technologies Corporation (the "Company") approved the Company's 2018 Equity Incentive Plan (the “2018 EIP”). The 2018 EIP is intended to be the successor to and continuation of the Dynavax Technologies Corporation 2011 Equity Incentive Plan (the “2011 EIP”). The aggregate number of shares of the Company’s common stock that may be issued under the 2018 EIP (subject to adjustment for certain changes in the Company’s capitalization) is comprised of the sum of (i) 5,000,000 newly reserved shares of common stock, (ii)140,250 unallocated shares of common stock remaining available for grant under the 2011 EIP as of May 31, 2018, and (iii)7,477,619shares subject to outstanding stock awards granted under the 2011 EIP and the Dynavax Technologies Corporation 2017 Inducement Award Plan that may become available from time to time as set forth in the 2018 EIP.

A summary of the material features of the 2018 EIP is set forth in the Company’s definitive proxy statement (“Proxy Statement”) on Schedule 14A, filed with the Securities and Exchange Commission on April 20, 2018. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 EIP, a copy of which is incorporated by reference as Exhibit 10.1 hereto, and the forms of award agreements thereunder, copies of which are incorporated by reference as Exhibits 10.2 and 10.3 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 31, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”), at the Company's executive office in Berkeley, California.A total of 62,255,860 shares of the Company's common stock were entitled to vote as of April 9, 2018, the record date for the Annual Meeting.There were 53,198,944 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on five (5) proposals.Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.The proposals are described in detail in the Company’s Proxy Statement.

Proposal 1. Election of Directors

The stockholders elected Arnold L. Oronsky, Ph.D., Francis R. Cano, Ph.D. and Peggy V. Phillips as Class III Directors of the Company to hold office until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.The voting for each director was as follows:

Proposal 2. Approval of the 2018 Equity Incentive Plan

The stockholders approved the Dynavax Technologies Corporation 2018 Equity Incentive Plan.The votes were as follows:

Proposal 3. Amend and Restate the 2014 Employee Stock Purchase Plan

The stockholders approved to amend and restate the Dynavax Technologies Corporation 2014 Employee Stock Purchase Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 600,000. The votes were as follows:

Proposal 4.Advisory Vote on Executive Compensation

Thestockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.The votes were as follows:

Proposal 5. Ratification of Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.The votes were as follows:

Item 9.01.Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed herewith:

10.1 2018 Equity Incentive Plan

10.2 Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2018 Equity Incentive Plan

10.3 Form of Option Grant Notice and Option Agreement under the 2018 Equity Incentive Plan

DYNAVAX TECHNOLOGIES CORP Exhibit
EX-10.1 2 dvax-ex101_6.htm EX-10.1 dvax-ex101_6.htm Exhibit 10.1   Dynavax Technologies Corporation 2018 Equity Incentive Plan   Adopted by the Board of Directors: April 8,…
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About Dynavax Technologies Corporation (NASDAQ:DVAX)

Dynavax Technologies Corporation (Dynavax) is a clinical-stage biopharmaceutical company. The Company uses toll-like receptor (TLR) biology to discover and develop vaccines and therapeutics. Its development programs are focused on vaccines and cancer immunotherapy. The Company’s lead vaccine product candidate is HEPLISAV-B, an investigational adult hepatitis B vaccine, which combines its TLR9 agonist adjuvant and recombinant hepatitis B surface antigen (rHBsAg). Its lead cancer immunotherapy candidate is SD-101, a C Class CpG TLR9 agonist is selected for characteristics optimal for treatment of cancer, including high interferon induction. Its SD-101 clinical program is intended to assess the preliminary efficacy of SD-101 in a range of tumors and in combination with a range of treatments. Its advanced inflammatory disease candidate is AZD1419. Its pipeline of product candidates for cancer immunotherapy includes DV281 and CpG-Nanoparticles, which are in the preclinical stage.