UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2015
GENMARK DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34753
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Delaware | | 27-2053069 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
5964 La Place Court
Carlsbad, California
(Address of principal executive offices, including zip code)
760-448-4300
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointments to the Board of Directors
On February 19, 2015, the board of directors (the “Board”) of GenMark Diagnostics, Inc. (the “Company”) appointed Lisa M. Giles to serve as a director of the Company. Ms. Giles currently serves as Chief Executive Officer and President of Giles & Associates Consultancy, Inc., which she formed in 2000. Ms. Giles previously served as Vice President of Strategy and Development for G.D. Searle & Company, where she oversaw global pharmaceutical strategic planning, portfolio decision analysis, portfolio optimization and transaction analysis. Ms. Giles was appointed as a Class III director whose current term of office will expire at the Company’s 2016 annual meeting of stockholders. In connection with her appointment to the Board, the Board also appointed Ms. Giles to serve as a member of the Company’s Audit Committee.
Also on February 19, 2015, the Board appointed Michael S. Kagnoff to serve a director of the Company. Mr. Kagnoff has served as a partner of the law firm of DLA Piper (US), the Company’s outside corporate counsel, since April 2008. Prior to joining DLA Piper (US), Mr. Kagnoff served as a stockholder of Heller Ehrman LLP. Mr. Kagnoff has advised boards of directors of public and private companies for over 20 years, with a focus on representing life sciences and technology companies on a wide range of topics, including strategic transactions, corporate governance and compensation matters. Mr. Kagnoff was also appointed as a Class III director whose current term of office will expire at the Company’s 2016 annual meeting of stockholders. In connection with his appointment to the Board, the Board also appointed Mr. Kagnoff as a member of the Company’s Corporate Governance and Nominating Committee.
Pursuant to the Company’s current director compensation policy, Ms. Giles and Mr. Kagnoff will each receive a prorated annual director fee of $28,125 for service through June 30, 2015. In addition, the Company will pay Ms. Giles and Mr. Kagnoff a prorated annual fee of $2,250 and $1,500, respectively, for their service through June 30, 2015 on the Board committees identified above. Consistent with Company’s director compensation policy, 75% of their prorated annual director fee and their fees for serving on the Board committees will be payable in the form of restricted stock units pursuant to the Company’s 2010 Equity Incentive Plan, as amended (the “2010 Plan”), which will vest in full on May 29, 2015.
In addition, upon their appointment to the Board, each of Ms. Giles and Mr. Kagnoff received an initial grant of options to purchase19,062 shares of the Company’s common stock pursuant to the 2010 Plan, with an exercise price per share equal to the fair market value on the grant date. The stock options will vest over four years, with 25% of the options vesting on February 1, 2016, and 75% of the options vesting in equal monthly installments over the subsequent 36-month period.
The Company also entered into an indemnification agreement with each of Ms. Giles and Mr. Kagnoff, the form of which was previously approved by the Board and filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 19, 2010 as Exhibit 10.17 to the Company’s Registration Statement on Form S-1.
There are no transactions in which either Ms. Giles or Mr. Kagnoff had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. There is no arrangement or understanding between either Ms. Giles or Mr. Kagnoff and any other person pursuant to which either individual was elected as a director.
On February 17, 2015, Stephen Worland, Ph.D. resigned from the Board effective February 19, 2015 in order to focus on his role as President and Chief Executive Officer of eFFECTOR Therapeutics, Inc., a company focused on new treatments for cancer. Dr. Worland’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Following the appointment of Ms. Giles and Mr. Kagnoff and Dr. Worland’s resignation, the Board now consists of six directors, five of whom are independent within the meaning of NASDAQ listing standards and SEC rules.
The Company issued a press release on February 23, 2015 announcing the appointments of Ms. Giles and Mr. Kagnoff and Dr. Worland’s resignation from the Board, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 9.01. | Financial Statements and Exhibits. |
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(i) | The following exhibit is filed with this Current Report: |
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Exhibit Number | | Description |
99.1 | | Press release dated February 23, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| GENMARK DIAGNOSTICS, INC. |
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Date: February 23, 2015 | /s/ Eric Stier |
| Eric Stier |
| Senior Vice President, General Counsel and Secretary |
EXHIBITS
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Exhibit Number | | Description |
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99.1 | | Press release dated February 23, 2015 |
Exhibit 99.1
February 23, 2015
GenMark Announces Appointment of New Board Members
CARLSBAD, Calif.-(BUSINESS WIRE)- GenMark Diagnostics, Inc. (Nasdaq:GNMK), a leading provider of automated, multiplex molecular diagnostic testing systems, today announced the appointment of Lisa Giles, President and CEO of Giles & Associates Consultancy, and Michael Kagnoff, a partner at DLA Piper (US), to its Board of Directors. At the same time Steve Worland has resigned from the Board.
“We are delighted to have Lisa and Mike join our Board. Their skill sets are complementary to the deep operational and technical expertise of our other directors and will benefit GenMark and our stockholders immensely,” said Jim Fox, GenMark’s Chairman of the Board. “I would also like to thank Steve Worland for his service and respect his recent decision to resign from the Board to focus on his role as CEO and President of eFFECTOR Therapeutics.”
About Lisa Giles
Ms. Giles has been the President and CEO of Giles & Associates Consultancy since 2000, and CEO of Optivara, Inc. since 2013. Giles & Associates is a privately held management consulting firm that specializes in global strategy development, market intelligence and business development transactions. The firm advises corporate boards, CEOs and executive leadership teams on strategic direction, portfolio optimization and monitoring performance. From 1996-2000, Ms. Giles was Vice President of Strategy Development, at G.D. Searle & Company, where she oversaw global pharmaceutical strategic planning, portfolio decision analysis, portfolio optimization and transaction analysis. She previously served as a member of the board of directors of Durata Therapeutics, Inc., from August 2012 until its acquisition by Actavis plc in November 2014.
Ms. Giles holds a B.S. from Juniata College and has completed Executive Management Programs at both Stanford and the University of Chicago.
About Michael Kagnoff
Mr. Kagnoff has served as a partner at DLA Piper (US) since April 2008. Prior to joining DLA Piper, he was a stockholder at Heller Ehrman LLP. Mr. Kagnoff has been advising boards of directors of both public and private companies for over 20 years, with a focus on life sciences and technology companies. He has provided legal and business advice on a range of topics, including strategic transactions, corporate governance, and compensation matters.
Mr. Kagnoff received a B.A. and B.S. degree from the University of Pennsylvania, and a J.D. from the University of California, Berkeley’s Boalt Hall School of Law.
The appointments of Ms. Giles and Mr. Kagnoff were effective February 19th, 2015. Each was appointed as a Class III director, with a term of office expiring at the Company’s 2016 annual meeting of shareholders. With their addition to the Board, Giles
will become a member of the Audit Committee and Kagnoff will become a member of the Corporate Governance and Nominating Committee.
ABOUT GENMARK DIAGNOSTICS
GenMark Diagnostics is a leading provider of automated, multiplex molecular diagnostic testing systems that detect and measure DNA and RNA targets to diagnose disease and optimize patient treatment. Utilizing GenMark’s proprietary eSensor® detection technology, GenMark’s eSensor® XT-8 system is designed to support a broad range of molecular diagnostic tests with a compact, easy-to-use workstation and self-contained, disposable test cartridges. The eSensor® detection technology is also incorporated into GenMark’s sample-to-answer system, ePlex™. For more information, visit www.genmarkdx.com.
SAFE HARBOR STATEMENT
This press release includes forward-looking statements regarding events, trends and business prospects, which may affect our future operating results and financial position. Such statements, including, but not limited to, those regarding the timely commercialization of our ePlex system and the availability of future financing, are all subject to risks and uncertainties that could cause our actual results and financial position to differ materially. Some of these risks and uncertainties include, but are not limited to, the future contributions of our new Board members, our ability to successfully commercialize our ePlex system and its related test menu in a timely manner, constraints or inefficiencies caused by unanticipated acceleration and deceleration of customer demand, our ability to successfully expand sales of our product offerings outside the United States, and third-party payor reimbursement to our customers, as well as other risks and uncertainties described under the “Risk Factors” in our public filings with the Securities and Exchange Commission. We assume no responsibility to update or revise any forward-looking statements to reflect events, trends or circumstances after the date they are made.
GenMark Diagnostics, Inc.
Hany Massarany
President/Chief Executive Officer
760-448-4358
Source: GenMark Diagnostics, Inc.
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