Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) 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.
On December13, 2017, Synergy Pharmaceuticals Inc. (the “Company”) appointed Troy Hamilton, the Company’s former Executive Vice President, Chief Commercial Officer, as Chief Executive Officer and Gary S. Jacob, the Company’s former President and Chief Executive Officer, was appointed Executive Chairman of the Company.
There are no family relationships between Mr.Hamilton and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr.Hamilton and any other persons to which he was selected as Chief Executive Officer. Mr.Hamilton has no direct or indirect material interest in any transaction or currently proposed transaction required to be disclosed to Item404(a)of RegulationS-K.
On December13, 2017, the Company entered into an offer letter (the “Agreement”) with Mr.Hamilton (the “Effective Date”), under which he will serve as Chief Executive Officer of the Company. Under the terms of the Agreement, Mr.Hamilton will receive an annual salary of $550,000. He is eligible to receive a cash bonus of up to 60% of his base salary. The bonus shall be earned upon the Company’s achievement of performance milestones for a fiscal year to be mutually agreed upon by Mr.Hamilton and the board or its Compensation Committee. Additionally, Mr.Hamilton shall receive incentive stock options to purchase 1,000,000 shares of our common stock with an exercise price to be determined on the date of grant. The options vest over three (3)years in 3 annual installments beginning on the one year anniversary of the date of grant. Mr.Hamilton is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time.
Item 7.01 Regulation FD Disclosure
A copy of the press release issued by the Company on December19, 2017 relating to the matters described in this Form8-K is attached hereto as Exhibit99.1. The information furnished herewith to Item 7.01 of this current report shall not be deemed to be “filed” for the purpose of Section18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
Press release dated December19, 2017. |