Reata Pharmaceuticals, Inc. (NASDAQ:RETA) 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
Direcotrs; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 1, 2017, the following changes were made to the
membership of the Board of Directors (the Board) of Reata
Pharmaceuticals, Inc. (the Company).
Director Resignation
On and effective as of March 1, 2017, Dennis Stone, M.D. tendered
his resignation as a member of the Board. Dr. Stone resigned his
Board membership to focus his attention on personal health
issues; his resignation was not due to any disagreement with the
Company, its management, or the Board. The Company thanks him for
his service to the Company and its Board.
Director Appointment
On March 1, 2017, the Board appointed William D. McClellan, Jr.
to the Board as a director. Mr. McClellan has been appointed as a
member to the Compensation Committee and Nominating and Corporate
Governance Committee, and he has been appointed as Chair of the
Audit Committee.
Mr. McClellan is a financial management consultant to healthcare
and life sciences companies.From June 2004 until June 2016, he
was the Chief Financial Officer and Executive Vice President of
Finance of On-X Life Technologies Holdings, Inc., a medical
device company. He also currently serves on the board of
directors of Apollo Endosurgery, Inc., a publicly-traded
company.Mr. McClellan received a BBA in accounting from Abilene
Christian University and is a Certified Public Accountant.
There are no arrangements or understandings between Mr. McClellan
and any other person to which Mr. McClellan was selected as a
director. Mr. McClellan does not have any family relationships
with any director or executive officer of the Company or any
person chosen by the Company to become a director or executive
officer. There are no transactions in which Mr. McClellan has an
interest requiring disclosure under Item 404(a) of Regulation
S-K. Additionally, the Board has determined that Mr. McClellan
satisfies the independence requirements of the NASDAQ Stock
Market listing rules and the Securities and Exchange Commission
for purposes of service on audit committees, compensation
committees, and nominating and corporate governance committees.
Additionally, the Board has determined that Mr. McClellan is an
audit committee financial expert.
Upon his appointment to the Board, Mr. McClellan received the
standard non-employee director compensation for serving on the
Board, including a grant of 1,500 Company stock options, which
vest on June 1, 2017, representing a pro rata portion of the
annual grant for non-employee directors, as well as a one-time
grant of 12,000 Company stock options, which vest over three
years in equal annual installments, for a total of 13,500 Company
stock options granted as of March 1, 2017. In addition, Mr.
McClellan will receive $80,625 per year in Board and committee
fees, payable in equal quarterly amounts after each quarterly
Board meeting.
Also in connection with Mr. McClellans election to the Board, Mr.
McClellan has entered into the Companys standard form of
indemnification agreement. to the terms of this agreement, the
Company may be required from time to time, among other things, to
indemnify Mr. McClellan for certain expenses, including attorneys
fees, judgments, fines, and settlement amounts incurred by him in
any action or proceeding arising out of his service as one of the
Companys directors. The foregoing description does not purport to
be complete and is qualified by reference to the copy of the
Indemnification Agreement attached as Exhibit 10.1 hereto, which
is incorporated by reference into this report in its entirety.
As a result of the appointment of Mr. McClellan as a director of
the Company, effective as of March 1, 2017, the members of the
Companys Board are James E. Bass, J. Warren Huff, William D.
McClellan, Jr., R. Kent McGaughy, Jr., Jack B. Nielson, and
William E. Rose.
Item 7.01.Regulation FD Disclosure.
A copy of the press release regarding the appointment of Mr.
McClellan to the Board is furnished as Exhibit 99.1 hereto. The
information furnished to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be filed for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and will not be
incorporated by reference into any filing under the Securities
Act unless specifically identified therein as being incorporated
therein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit No. |
Description |
|
10.1 |
Indemnification Agreement, by and between the Company and |
|
99.1* |
Press release dated March 2, 2017. |
|
* |
Furnished herewith. |
About Reata Pharmaceuticals, Inc. (NASDAQ:RETA)
Reata Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on identifying, developing and commercializing product candidates that modulate the activity of regulatory proteins involved in the biology of mitochondrial function, oxidative stress, and inflammation to address the unmet medical needs of patients with a range of serious or life-threatening diseases. The Company’s lead product candidates include bardoxolone methyl, which is being studied in Phase III trial for the treatment of pulmonary arterial hypertension (PAH), associated with connective tissue disease (CTD-PAH), as well as a Phase II trial for the treatment of pulmonary hypertension due to interstitial lung disease (PH-ILD), and PAH, each of which are subsets of pulmonary hypertension (PH), Omaveloxolone, which is in Phase II clinical development for the treatment of multiple diseases, including Friedreich’s ataxia, mitochondrial myopathies and metastatic melanoma. Reata Pharmaceuticals, Inc. (NASDAQ:RETA) Recent Trading Information
Reata Pharmaceuticals, Inc. (NASDAQ:RETA) closed its last trading session 00.00 at 26.46 with 30,288 shares trading hands.