(b) Resignation of Director

Effective as of September 5, 2017, Ronald Eastman, a member of the Board of Directors (the “Board”) of Revance Therapeutics, Inc. (the “Company”), resigned from the Board, including from its Nominating and Corporate Governance Committee. Mr. Eastman’s decision to resign did not involve disagreement with the Company, the Company’s management or the Board.

(d) Appointment of Director

Effective as of September 5, 2017, the Board elected Mark J. Foley to serve as a member of the Board for the term expiring at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Foley’s appointment was recommended to the Board by its Nominating and Corporate Governance Committee. The Board also appointed Mr. Foley to serve as Chair of the Audit Committee, and concurrently, Angus C. Russell resigned from the Audit Committee. Mr. Russell will remain as a member and the Chair of the Board.

In accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), Mr. Foley is entitled to receive a $39,500 annual retainer for service as a Board member and a $20,000 annual retainer for service as Chair of the Audit Committee. On September 5, 2017, in lieu of an initial option to purchase 18,000 shares of the Company’s common stock as provided in the Policy, Mr. Foley was granted an option to purchase 12,000 shares of common stock under the Company’s 2014 Equity Incentive Plan with an exercise price equal to $24.55 and 6,000 shares of restricted common stock. The option and stock award will vest on the one year anniversary of the date of grant, subject to Mr. Foley’s continued service as a director through the vesting date.

The Company also entered into the Company’s standard form of indemnification agreement with Mr. Foley. The indemnification agreement provides, among other things, that the Company will indemnify Mr. Foley for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Amended and Restated Bylaws. The form of indemnification agreement was previously filed as Exhibit10.8 to the Company’s Registration Statement on FormS-1 (No.333-193154), as amended, as filed on January27, 2014, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Foley and any other persons to which he was elected as a director of the Company. There are no family relationships between Mr. Foley and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Foley and the Company.

A copy of the Company’s press release announcing the appointment of Mr. Foley is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Revance Therapeutics, Inc. Exhibit
EX-99.1 2 exhibit9919617.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Revance Appoints Mark Foley to its Board of Directors   NEWARK,…
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About REVANCE THERAPEUTICS, INC. (NASDAQ:RVNC)

Revance Therapeutics, Inc. is a biotechnology company. The Company is focused on the development, manufacturing and commercialization of botulinum toxin products for multiple aesthetic and therapeutic indications. Its TransMTS technology enables delivery of botulinum toxin type A through investigational drug product candidates, including DaxibotulinumtoxinA Topical Gel (RT001), or RT001 topical, and DaxibotulinumtoxinA for Injection (RT002), or RT002 injectable. Its botulinum toxin-peptide complex has over two components that contribute to the performance of RT001 and RT002. Its TransMTS peptide provides the delivery across the skin and restricts the toxin molecule to the target site. Then, the botulinum toxin type A provides the mechanism of pharmacologic action and is responsible for the drug effects demonstrated in its clinical trials. Its TransMTS peptide technology serves various purposes depending on whether it is used in a topical formulation or in an injectable formulation.

REVANCE THERAPEUTICS, INC. (NASDAQ:RVNC) Recent Trading Information

REVANCE THERAPEUTICS, INC. (NASDAQ:RVNC) closed its last trading session up +0.70 at 25.25 with 134,408 shares trading hands.