Myovant Sciences Ltd. (NYSE:MYOV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensation Decisions Regarding Lynn Seely, M.D., Principal
Executive Officer
On March28, 2017, the Compensation Committee of the Board of
Directors (the Board) of Myovant Sciences Ltd. (the Registrant)
approved the annual cash bonus for the fiscal year ended March31,
2017 and the annual base salary and bonus target opportunity
effective April1, 2018 for Lynn Seely, the Registrants Principal
Executive Officer. For the fiscal year ended March31, 2017,
Dr.Seely will receive a cash bonus of $200,000, based on her
achievement of individual performance criteria and overall
company performance, as determined by the Compensation Committee.
As provided in her employment agreement, effective April1, 2018,
Dr.Seelys annual base salary will be increased to $512,300 based
on benchmarking analysis conducted by the Compensation Committees
independent consultant. Dr.Seely will also continue to be
eligible to receive an annual discretionary cash bonus, with a
target amount that will remain 50% of her annual base salary,
subject to her achievement of individual performance criteria to
be determined by the Board or the Compensation Committee, as well
as overall company performance criteria.
Change of Status of Frank Karbe, Principal Financial and
Accounting Officer
Frank Karbe has served as the Registrants Principal Financial and
Accounting Officer and as the Interim Chief Financial Officer of
Myovant Sciences, Inc., the Registrants wholly-owned U.S.
subsidiary, since September 2016. As of April3, 2017, Mr.Karbe
has been appointed the non-interim Chief Financial Officer of
Myovant Sciences, Inc., and he will continue to serve as the
Registrants Principal Financial and Accounting Officer.
to Mr.Karbes employment agreement with Myovant Sciences, Inc., he
will receive an annual base salary of $367,000 and a sign-on bonus of $50,000.
Mr.Karbe will also be eligible to receive an annual discretionary
cash bonus, with a target amount equal to 50% of his then-current
annual base salary, subject to his achievement of individual
performance criteria to be determined by the Board or the
Compensation Committee, as well as overall company performance
criteria. These bonuses are in addition to the one-time
discretionary performance bonus of $150,000 that Mr.Karbe is
eligible to receive on September27, 2017, the one-year
anniversary of his start date as Interim Chief Financial Officer,
under his original offer letter with Myovant Sciences, Inc.,
which was previously filed as Exhibit 10.3 to the Registrants
Registration Statement on Form S-1 (File No.333- 213891), filed
with the Securities and Exchange Commission on September30, 2016
(the Registration Statement).
The Compensation
Committee has approved the grant to Mr.Karbe of an option to
purchase up to 200,000 of the Registrants common shares. In
accordance with the Registrants option grant policy, the grant
will be effective on April17, 2017 and will have an exercise
price equal to the closing price of the Registrants common shares
on the New York Stock Exchange on that date. The option will vest
over a period of four years, with one-quarter of the common
shares underlying the option vesting on the first anniversary of
the grant date and the remainder vesting in twelve equal
quarterly installments thereafter. Mr.Karbe also will be eligible
to receive annual discretionary option grants, each of which will
vest over a period of four years, subject to the achievement of
certain company performance criteria to be mutually agreed upon
in writing. If a change of control of the Registrant occurs
during Mr.Karbes employment or within three months after the
termination of his employment, other than for cause, or his
resignation for good reason (as such terms are defined in his
employment agreement), then 50% of any unvested common shares
underlying his outstanding options will vest in full upon the
consummation of the change of control.
Mr.Karbes
employment is at will and may be terminated at any time, with or
without cause. Under his employment agreement, in the event that
Mr.Karbe is terminated without cause or resigns for good reason,
then the Registrant will be obligated to pay Mr.Karbe a one-time
cash payment equal to the sum of his then-current annual base
salary and annual bonus target opportunity, and he would also be
eligible to receive reimbursements for continued medical coverage
for one year after termination of employment. However, if such
termination or resignation occurs within three months before or
18 months after a change of control of the Registrant, then the
above-described amounts will be increased to 1.5 times the sum of
his then-current annual base salary and annual bonus target
opportunity and medical coverage reimbursement for 18 months
after termination of employment.
The Registrant
expects to enter into its standard indemnification agreement for
executive officers with Mr.Karbe, the form of which was
previously filed by the Registrant as Exhibit 10.8 to the
Registration Statement.
The foregoing
summary of the terms and conditions of Mr.Karbes employment is
not intended to be complete and is qualified in its entirety by
reference to the full text of the employment agreement attached
as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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Exhibit No. |
Description |
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| 10.1 |
Employment Agreement, dated April3, 2017, between Frank Karbe and Myovant Sciences, Inc. |
About Myovant Sciences Ltd. (NYSE:MYOV)
Myovant Sciences Ltd. is a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for women’s health diseases and other endocrine-related disorders. Its main product candidate is Relugolix. Relugolix is an oral, once-daily, small molecule that acts as a gonadotropin-releasing hormone (GnRH) receptor antagonist that binds to and inhibits receptors in the anterior pituitary gland. Inhibition of GnRH receptors decreases the release of the gonadotropins, luteinizing hormone, or LH, and follicle-stimulating hormone, or FSH, thereby decreasing the down-stream production of estrogen and progesterone by the ovaries in women and testosterone by the testes in men. It is advancing relugolix for the treatment of heavy menstrual bleeding associated with uterine fibroids, endometriosis-associated pain and prostate cancer. It intends to develop its second product candidate, RVT-602, for the treatment of female infertility as part of assisted reproduction. Myovant Sciences Ltd. (NYSE:MYOV) Recent Trading Information
Myovant Sciences Ltd. (NYSE:MYOV) closed its last trading session down -0.49 at 11.25 with 47,436 shares trading hands.
