Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) 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.
Appointment of New Director
On September 13, 2017, Interpace Diagnostics Group, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”), on the recommendation of its Nominating Committee, elected Dr. Felice Schnoll-Sussman as a member of the Board and as a member of the Audit Committee of the Board effective immediately. Dr. Schnoll-Sussman is Associate Professor of Clinical Medicine at Weill Medical College of Cornell University and is Associate Attending Physician in Gastroenterology at New York Presbyterian Hospital.
As has been the policy with other non-employee directors, subject to approval at the Company’s 2017 Annual Meeting by the Company’s stockholders of a proposal increasing the number of shares of common stock issuable to the Company’s Amended and Restated 2004 Stock Award and Incentive Plan, Dr. Schnoll-Sussman will be granted 20,000 stock options which vest in equal amounts over a three-year period. Dr. Schnoll-Sussman will also receive an annual director’s fee of $30,000, payable quarterly in arrears.
In addition Dr. Schnoll-Sussman will be a party to the Company’s standard form of indemnification agreement which generally provides that the Company will indemnify Dr. Schnoll-Sussman to the fullest extent permitted by law, subject to certain exceptions, against expenses, judgments, fines and other amounts incurred in connection with her service as a director. Such indemnification agreement also provides for rights to advancement of expenses and contribution. The obligations of the Company under such indemnification agreement will continue after Dr. Schnoll-Sussman has ceased to serve as a director of the Company. The foregoing description of such indemnification agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the form of the Company’s indemnification agreement for its directors and executive officers, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on August 8, 2016 and is incorporated herein by reference.
There is no understanding or arrangement between Dr. Schnoll-Sussman and any other person or persons with respect to her election as director and there are no family relationships between Dr. Schnoll-Sussman and any other director or executive officer or person nominated or chosen to become a director or executive officer. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party in which Dr. Schnoll-Sussman or any member of her immediate family had, or will have, a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated September 13, 2017 related to Dr. Schnoll-Sussman’s election to the Board. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1Interpace Diagnostics Group, Inc. dated September 13, 2017 regarding appointment of new director (furnished to Item 7.01).
Interpace Diagnostics Group, Inc. ExhibitEX-99.1 2 ex99-1.htm Interpace Diagnostics Announces Appointment of New Director. PARSIPPANY,…To view the full exhibit click here
About Interpace Diagnostics Group, Inc. (NASDAQ:IDXG)
Interpace Diagnostics Group, Inc., formerly PDI, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company operates through molecular diagnostics segment. It offers molecular tests, such as PancraGen, which is a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing its PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, and ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a gene expression assay. Through its molecular diagnostics business, the Company provides diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are focused on early detection of cancer.