NOVAVAX, INC. (NASDAQ:NVAX) 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.
Appointment of Director David M. Mott
On June 14, 2020, the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”) appointed David M. Mott to the Company’s Board, effective on June 16, 2020. Mr. Mott will serve as a Class II director and his term will expire at the Company’s 2021 annual meeting of stockholders. The Board also appointed Mr. Mott to serve on the Board’s Compensation Committee. Mr. Mott will receive an annual retainer of $40,000 for his service on the Board and an annual retainer of $7,500 for his service on the Compensation Committee. Mr. Mott was granted a stock option award of 8,000 shares of Company common stock under the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended.
There is no arrangement or understanding between Mr. Mott and any other person to which Mr. Mott was selected as a director. The Board has affirmatively determined that Mr. Mott is independent. In advance of joining the Board, Mr. Mott agreed to purchase 32,916 shares of Company common stock directly from the Company in a sale exempt from the registration requirements of the Securities Act of 1933, as amended, Section 4(a)(2) thereunder, at a purchase price of $45.57 per share, resulting in Mr. Mott’s total ownership of 64,961 shares of Company common stock following such purchase. He has no other material direct or indirect interest in a related party transaction that requires disclosure.
Mr. Mott and the Company have entered into an indemnification agreement (the “Indemnification Agreement”) which will provide indemnification protection for Mr. Mott in connection with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 and incorporated herein by reference.
On June 16, 2020, the Company issued a press release announcing Mr. Mott’s appointment to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
| 10.1 | Form of Indemnification Agreement entered into between the Company and its directors and officers (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 000-26770), filed on March 16, 2010). |
| 99.1 | Press release of the Company, dated June 16, 2020, regarding the appointment of David M. Mott to the Company’s Board of Directors. |
NOVAVAX INC Exhibit
EX-99.1 2 tm2022900d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Novavax Appoints Biotechnology Veteran David Mott to Board of Directors GAITHERSBURG,…
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About NOVAVAX, INC. (NASDAQ:NVAX)
Novavax, Inc. (Novavax) is a clinical-stage vaccine company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants. The Company operates through developing recombinant vaccines segment. The Company through its recombinant nanoparticle vaccine technology produces vaccine candidates to respond to both known and newly emerging diseases. Its product pipeline focuses on a range of infectious diseases with vaccine candidates in clinical development for respiratory syncytial virus (RSV), seasonal influenza, pandemic influenza and the Ebola virus (EBOV). Its lead adjuvant for human applications, Matrix-M, is in a Phase I/II clinical trial for pandemic influenza H7N9 vaccine candidate. It is also testing Matrix-M in conjunction with its EBOV vaccine candidate in a Phase I clinical trial. It is developing additional pre-clinical stage programs in a range of infectious diseases, including Middle East respiratory syndrome (MERS).