Zafgen, Inc. (NASDAQ:ZFGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Zafgen, Inc. (NASDAQ:ZFGN) 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 Officer.

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Departure of Frances K. Heller and Bruce Booth, Ph.D. as Directors

On June6, 2018, the Board of Directors (the “Board”) of Zafgen, Inc. (the “Company”) accepted the resignation and retirement of Frances K. Heller from her positions as a member of the Board and as a member of the audit committee of the Board.

On June6, 2018, the Board also accepted the resignation and retirement of Bruce Booth, Ph.D. from his position as a member of the Board.

Ms.Heller’s and Dr.Booth’s departures were not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices.

Election of Wendy Everett, Sc.D. as Director

On June6, 2018, the Company elected Wendy Everett, Sc.D., age 72, to serve as a member of the Board as a ClassII director, to serve until the Company’s 2019 annual meeting of stockholders or until her successor is duly elected and qualified. The Company also appointed Dr.Everett to the audit committee of the Board.

Dr.Everett has more than 30 years of experience spanning a variety of healthcare, health policy, academic, entrepreneurial, educational and clinical care settings. Since 2002, Dr.Everett has held multiple executive-level positions (including CEO and President) at the Network for Excellence in Health Innovation (“NEHI”), formerly the New England Healthcare Institute, and currently serves as Special Advisor to the organization. She also currently serves as Senior Advisor to Avalere Health. Prior to her executive positions at NEHI, Dr.Everett was Managing Director at the Institute for the Future from 1995 to 2002, an independent, futures research organization. Other previous strategic and leadership roles held by Dr.Everett include Principal, GBE Consulting; Senior Vice President, Interpractice Systems; National Program Director, Kaiser Family Foundation; Vice President, Brigham and Women’s Hospital; National Program Director, Robert Wood Johnson Foundation; and other positions in academia and health care. Dr.Everett received a B.S. in psychology and education from University of Rochester and a B.S. in Nursing from University of California, San Francisco. Dr.Everett also earned her S.M. and Sc.D. in health policy and management from Harvard University.

As a non-employee director, Dr.Everett will receive cash and equity compensation paid by the Company to its non-employee director compensation program. There are no arrangements or understandings between Dr.Everett and any other person to which Dr.Everett was elected as a director, and there are no transactions between Dr.Everett and the Company that would require disclosure under Item404(a) of Regulation S-K.

A copy of the press release announcing the election of Dr.Everett and the departure of Ms.Heller and Dr.Booth is being furnished as Exhibit 99.1 to this Report on Form 8-K.

Item 5.02.Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June6, 2018. As of April11, 2018, the record date for the Annual Meeting, there were 27,563,346 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April18, 2018: (i)to elect Thomas O. Daniel, M.D., Cameron Geoffrey

McDonough, M.D. and Robert J. Perez as ClassI directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2021 and until their successors have been duly elected and qualified (“Proposal 1”), and (ii)to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 (“Proposal 2”).

The Company’s stockholders approved the ClassI director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for ClassI directors as follows:

ClassI Director Nominee

For

Withhold

BrokerNon-Votes

Thomas O. Daniel, M.D.

16,027,169 2,173,413 5,410,828

CameronGeoffreyMcDonough,M.D.

16,024,429 2,176,153 5,410,828

Robert J. Perez

15,962,970 2,237,612 5,410,828

The Company’s stockholders approved Proposal 2. The votes cast for Proposal 2 at the Annual Meeting were as follows:

For

Against

Abstain

23,423,489 170,294 17,627

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1 Press release issued by Zafgen, Inc. on June7, 2018, furnished herewith.

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EXHIBIT INDEX


ZAFGEN, INC. Exhibit
EX-99.1 2 d597302dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Zafgen,…
To view the full exhibit click here

About Zafgen, Inc. (NASDAQ:ZFGN)

Zafgen, Inc. is a biopharmaceutical company. The Company is focused on improving the health and well-being of patients affected by obesity and complex metabolic disorders. The Company’s lead product candidate, Beloranib, is a twice-weekly subcutaneous injection being developed for the treatment of multiple indications, including severe obesity in rare diseases, such as Prader-Willi syndrome (PWS) and hypothalamic injury-associated obesity (HIAO), including craniopharyngioma-associated obesity. Beloranib is in Phase III stage of development for PWS. It is also developing ZGN-839, a liver-targeted methionine aminopeptidase 2 (MetAP2) inhibitor, for the treatment of nonalcoholic steatohepatitis (NASH) and abdominal obesity, as well as other second-generation MetAP2 inhibitors for the treatment of severe obesity. It is also evaluating additional MetAP2 inhibitors beyond Beloranib as a development candidate for the treatment of severe obesity in the general population.

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