INTEC PHARMA LTD. (NASDAQ:NTEC) 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 Arrangements of Certain Officers.
On April 26, 2019, the term of office of each of Gil Bianco and Issac Silberman as a director of Intec Pharma Ltd. (the “Company”) is set to expire. Each of Mr. Bianco and Mr. Silberman had originally been elected to serve as an external director to the provisions of the Israeli Companies Law 1999, however on May 14, 2018, the Company’s board of directors adopted an exemption to opt out of these requirements to the Israeli Companies Regulations (Relief for Companies whose Securities are Listed for Trading on a Stock Exchange Outside Israel), 2000. In connection with the upcoming expiration of their term of office and the previous adoption by the Company of the aforementioned exemption, on April 2, 2019, the Company’s board of directors appointed each of Mr. Bianco and Mr. Silberman to continue serving on the board of directors, upon the lapse of their tenure, to serve until the next annual general meeting of shareholders of the Company. Biographies of Messrs. Bianco and Silberman are set forth under Part III, Item 10 of the Company’s Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 27, 2019 which are incorporated herein by reference. Each of Mr. Bianco and Mr. Silberman will continue to serve as a member of the audit committee and Mr. Silberman will continue to serve as a member of the compensation committee and each will continue to be entitled to the same cash compensation as other non-executive directors of the Company. There is no arrangement or understanding between Mr. Bianco or Mr. Silberman and any other person to which he was selected as a director. There are no family relationships between either of Mr. Bianco or Mr. Silberman and any director or executive officer of the Company, and each has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Following the recommendation of the Compensation Committee and approval of the Board of Directors of the Company, on April 4, 2019 the Company’s shareholders approved revised terms of employment of Jeffrey Meckler, as the Company’s Chief Executive Officer, such that his annual base salary shall be $540,000, effective January 1, 2019, and further approved the grant to Mr. Meckler of 125,000 options. The foregoing options have an exercise price of $7.64 per share, a seven-year term and, subject to Mr. Meckler’s continued employment with the Company on the applicable vesting date, vest with respect to one-third of the ordinary shares on the first anniversary of the date of grant and with respect to the balance of the ordinary shares shall vest over two years in eight equal quarterly installments following the first anniversary of the date of grant.
Following approval of the Compensation Committee and the Board of Directors of the Company, on April 4, 2019, the Company’s shareholders approved amendments to the Company’s Compensation Policy to amend non-employee director cash compensation and the maximum annual premiums for officer and director liability insurance. Such amendments are more fully described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 28, 2019 (the “Proxy Statement”) and is qualified in its entirety by reference to the full text of the Compensation Policy, as amended, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 4, 2018, the Company held a special meeting of shareholders (the “Special Meeting”). An aggregate of 16,328,691 ordinary shares, or 49.13% of the Company’s 33,232,988 total outstanding voting shares as of March 5, 2019, the record date for the Meeting, were present or voted at the Meeting, constituting a quorum. The following is a summary of the proposals and the voting results of the Special Meeting; all proposals received the requisite level of approval by shareholders. A more complete and detailed description of each matter is set out in the Proxy Statement.
1. The Company’s shareholders approved revised terms of employment of Mr. Meckler and approved the grant to Mr. Meckler of options to the following final voting results:
| For | Against | Abstain | Broker Non-Vote |
| 7,500,434 | 3,671,298 | 5,156,959 |
2. The Company’s shareholders approved amendments to the Company’s Compensation Policy for Directors and Officers to the following final voting results:
| For | Against | Abstain | Broker Non-Vote |
| 10,253,260 | 3,336,158 | 11,637 |
3. The Company’s shareholders approve an amendment to the annual fixed compensation for the Company’s non-employee directors paid for membership on committees and for service as chair of a committee of the Company’s board of directors to the following final voting results:
| For | Against | Abstain | Broker Non-Vote |
| 16,210,302 | 38,660 | 79,729 |
4. The Company’s shareholders approved and ratified the purchase of a professional liability insurance policy for the Company’s current and future directors and officers to the following final voting results:
| For | Against | Abstain | Broker Non-Vote |
| 10,058,192 | 3,325,817 | 285,545 |
As required by Israeli law, each of proposals 2 and 4 were also approved by shareholders holding a majority of the ordinary shares voted on such proposals (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders and did not have a personal interest in such proposals.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
* Management contract or compensatory plan, contract or arrangement.
Intec Pharma Ltd. Exhibit
EX-10.1 2 f8k040219ex10-1_intecpharma.htm COMPENSATION POLICY Exhibit 10.1 Intec Pharma Ltd. (The “Company”) Compensation Policy (the “Policy” or “Compensation Policy”) As last amended on April 4,…
To view the full exhibit click here
About INTEC PHARMA LTD. (NASDAQ:NTEC)
Intec Pharma Ltd is an Israel-based drug development company. It is a development stage biopharmaceutical company that develops formulations of drugs using its proprietary gastric retention technology, the Accordion Pill. The Accordion Pill, a novel gastro-retentive delivery system, improves the pharmacokinetics and pharmacodynamics of various drugs. The Company is focusing on the clinical development program for the Phase III clinical study of the Accordion Pill Carbidopa Levodopa (AP-CDLD), for the treatment of advanced stages Parkinson’s disease patients. Its pipeline also comprises The Accordion Pill-Zaleplon, a drug for sleep onset, which is in Phase II clinical program. Furthermore under research is Accordion Pill-Undisclosed Drug for the prevention and treatment of small bowel non-steroidal anti-inflammatory drug (NSAID) induced ulcers.
