VIVUS, INC. (NASDAQ:VVUS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VIVUS, INC. (NASDAQ:VVUS) 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 Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On January 23, 2019, the Compensation Committee of the Board of Directors, or the Compensation Committee, of VIVUS, Inc., or the Company, met to conduct its annual review of the compensation of the Company’s employees, including its executive officers, or the Annual Compensation Meeting.

Cash Bonus Payments and Stock Option Awards for Executive Officers

At the Annual Compensation Meeting, the Compensation Committee authorized and approved cash bonus payments to the Company’s employee annual discretionary performance incentive plan for fiscal year 2018 adopted on the same date, or the Annual Bonus Plan, and stock option awards under the Company’s 2018 Equity Incentive Plan to certain of the Company’s employees, including executive officers John Amos, Chief Executive Officer, Kenneth Suh, President, Mark K. Oki, Chief Financial Officer and Chief Accounting Officer, John L. Slebir, Senior Vice President, Business Development and General Counsel and Secretary, M. Scott Oehrlein, Chief Operations Officer, and Santosh T. Varghese, M.D., Chief Medical Officer. The following table sets forth the specific cash bonus payments under the Annual Bonus Plan and stock option awards authorized and approved for each of Messrs. Amos, Suh, Oki, Slebir and Oehrlein and Dr. Varghese:

Executive Officers (1)

Cash Bonus Payments (2)

Stock Option Awards (3)

John Amos

$

186,227

137,500

Kenneth Suh

$

130,985

85,000

Mark K. Oki

$

130,555

32,000

John L. Slebir

$

205,152

32,000

M. Scott Oehrlein

$

96,103

31,000

Santosh T. Varghese, M.D.

$

144,881

32,000

(1) Messrs. Oki and Slebir and Dr. Varghese were listed as named executive officers in the Company’s proxy statement filed with the Securities and Exchange Commission on August 1, 2018. The Board of Directors of the Company appointed Mr. Amos to serve as Chief Executive Officer and Mr. Oehrlein to serve as Chief Operations Officer, effective April 30, 2018. In addition, the Board of Directors of the Company appointed Mr. Suh to serve as President, effective August 3, 2018. As previously disclosed, Mr. Suh previously served as President and Chief Executive Officer of Willow Biopharma Inc., a wholly owned subsidiary of the Company.

(2) Amounts for Messrs. Amos, Suh and Oehrlein represent a pro rata portion of their respective bonus under the Annual Bonus Plan based on the time that they each served in their respective positions with the Company in 2018.

(3) With the exception of Mr. Suh, the shares of common stock subject to each stock option will vest and become exercisable over four (4) years as follows: one-fourth (1/4th) of the total number of shares subject to the option will vest and become exercisable on the one (1) year anniversary of the date of grant and an additional one forty-eighth (1/48th) of the total number of shares subject to the stock option will vest and become exercisable on the last day of each month thereafter, subject to each such individual continuing to be a Service Provider (as defined in the Company’s 2018 Equity Incentive Plan) on the relevant vesting dates. For Mr. Suh, the shares of common stock subject to the stock option will vest and become exercisable to the following four (4) year schedule commencing on January 23, 2019, or the Stock Option Vesting Commencement Date: 12,560 of the total number of shares subject to the option will vest and become exercisable one (1) year from the Stock Option Vesting Commencement Date, an additional 1,040 of the total number of shares subject to the option will vest and become exercisable on the last day of each month thereafter for thirty-six months, and 35,000 of the total number of shares subject to the option will vest and become exercisable upon the Company’s acquisition of a new commercial enterprise on or before January 23, 2022, subject to Mr. Suh continuing to be a Service Provider (as defined in the Company’s 2018 Equity Incentive Plan) on the relevant vesting dates. Each stock option has an exercise price equal to the closing price reported by the NASDAQ Global Select Market on the date of grant ($4.05 per share), a 7-year term from the date of grant and an exercise period equal to 12 months from the date each such individual ceases to be a Service Provider.

The Compensation Committee, in its sole discretion, authorized and approved the cash bonuses under the Annual Bonus Plan for each of the executive officers. Bonuses were calculated using a formula that includes: (a) the individual’s base salary, (b) the individual’s target bonus, and (c) such other discretionary factors as the Compensation Committee determined appropriate given the performance of the Company and the individual’s contribution to the Company’s overall performance, including the achievement of various corporate objectives.

Increases to Base Salary Compensation for Executive Officers

At the Annual Compensation Meeting, the Compensation Committee conducted its annual review of the base salaries of the Company’s employees, including its executive officers. The following table sets forth the 2019 base salaries authorized and approved for each of Messrs. Amos, Suh, Oki, Slebir and Oehrlein and Dr. Varghese:

Executive Officers (1)

2018 Base Salary (2)

2019 Base Salary (3)

John Amos

$

545,000

$

545,000

Kenneth Suh

$

460,000

$

473,800

Mark K. Oki

$

383,985

$

395,500

John L. Slebir

$

482,710

$

497,200

M. Scott Oehrlein

$

375,000

$

386,300

Santosh T. Varghese, M.D.

$

426,120

$

438,900

(1) Messrs. Oki and Slebir and Dr. Varghese were listed as named executive officers in the Company’s proxy statement filed with the Securities and Exchange Commission on August 1, 2018. The Board of Directors of the Company appointed Mr. Amos to serve as Chief Executive Officer and Mr. Oehrlein to serve as Chief Operations Officer, effective April 30, 2018. In addition, the Board of Directors of the Company appointed Mr. Suh to serve as President, effective August 3, 2018. As previously disclosed, Mr. Suh previously served as President and Chief Executive Officer of Willow Biopharma Inc., a wholly owned subsidiary of the Company.

(2) Messrs. Amos, Suh and Oehrlein received a pro rata portion of their respective base salary for 2018 based on the time that they each served in their respective positions with the Company in 2018.

(3) The 2019 base salaries are effective retroactively to January 1, 2019.

About VIVUS, INC. (NASDAQ:VVUS)

VIVUS, Inc. is a biopharmaceutical company. The Company operates in the development and commercialization of therapeutic products segment. It provides over two therapies approved by the Food and Drug Association (FDA), which include Qsymia (phentermine and topiramate extended-release) for chronic weight management and STENDRA (avanafil) for erectile dysfunction (ED). The Company has completed the Phase II studies of Qsymia for the indication of Obstructive Sleep Apnea (OSA) and diabetes. Its Qsymia is available in over 40,000 certified retail pharmacies across the country. Its STENDRA is also approved by the European Commission (EC), under the name, SPEDRA, for the treatment of ED in the Europe. The United States Food and Drug Association approved a Supplemental New Drug Application (sNDA) for STENDRA. STENDRA is indicated to be taken approximately 15 minutes before sexual activity.

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