Idera Pharmaceuticals,Inc. (NASDAQ:IDRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of a Director
On September18, 2018, the Board of Directors (the “Board”) of Idera Pharmaceuticals,Inc. (the “Company”) elected Howard Pien, as a ClassII director with a term expiring at the 2021 annual meeting of stockholders, effective immediately.
In accordance with the Company’s director compensation program, Mr.Pien will receive an annual cash retainer of $35,000 for service on the Board, which is payable quarterly in arrears. The Company’s director compensation program includes a stock-for-fees policy, under which Mr.Pien has the right to elect, on a quarterly basis, to receive Common Stock of the Company in lieu of the cash fees. Mr.Pien has not elected to receive the Company’s Common Stock for fees at this time.
In addition, under the Company’s director compensation program, Mr.Pien was granted an option to purchase 23,000 shares of the Company’s Common Stock, which is granted to directors upon their initial election to the Board under the Company’s director compensation program. All options granted to non-employee directors, including the grant to Mr.Pien, vest over three years with 33% of the underlying shares vesting on the first anniversary of the date of grant and the balance of the underlying shares vesting in eight equal quarterly installments following the first anniversary of the grant. This option, which was granted on September18, 2018 with an exercise price per share equal to $7.99, automatically becomes exercisable in full upon the occurrence of a change in control of the Company. Additionally, under the Company’s director compensation program Mr.Pien will receive an option on the date of each annual meeting of stockholders to purchase 11,500 shares of the Company’s Common Stock commencing with the annual meeting of stockholders to be held in 2019.
Mr.Pien will be subject to the Company’s director retirement policy, which provides for acceleration of vesting of options and an extension of the exercise period upon the retirement of a non-employee director, as more fully described in the Company’s Proxy Statement filed on May22, 2018 with the Securities and Exchange Commission.
In connection with his appointment to the Board, Mr.Pien will also enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit10.1 to the Company’s Quarterly Report on Form10-Q (File No.001-31918) filed with the Securities and Exchange Commission on May4, 2017. to the terms of this agreement, the Company may be required, among other things, to indemnify Mr.Pien for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising in his capacity as one of our directors.
Mr.Pien has also been elected to the Compensation Committee of the Board for which he will receive an additional annual cash retainer of $6,250 payable quarterly in arrears.
Mr.Pien was elected in accordance with the criteria set forth in the Company’s corporate governance guidelines. There was no arrangement or understanding between Mr.Pien and any other persons to which Mr.Pien was elected as a director. Mr.Pien has no family relationships with any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer, and there are no related party transactions between Mr.Pien and the Company.
On September17, 2018, Julian C. Baker resigned as a member of the Board of Directors of the Company, effective September18, 2018. Mr.Baker’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01 Regulation FD Disclosure.
On September18, 2018, the Company issued a press release in connection with the Board events described above. The press release is furnished as Exhibit99.1 and is incorporated herein by reference.