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):  May 12, 2015


DYAX CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware

000-24537

04-3053198

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

 

(IRS Employer Identification No.)

 

55 Network Drive
Burlington, MA  01803

(Address of Principal Executive Offices) (Zip Code)


(617) 225-2500
(Registrant’s telephone number, including area code)

Not Applicable
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 12, 2015, the Board of Directors (the “Board”) of Dyax Corp. (“Dyax” or the “Company”) appointed Abbie Celniker to serve as an additional member of the Board. Ms. Celniker will also serve on the Strategy and Science Committee of the Board.  Ms. Celniker was appointed to the class of directors whose term expires at Dyax’s 2017 Annual Meeting of Stockholders.

Ms. Celniker has confirmed that she satisfies the independent director standards as defined by applicable NASDAQ Stock Market standards. Upon her appointment, Ms. Celniker received the standard compensation package for outside directors of  Dyax, including retainer fees for Board and committee service and stock options, as described in Dyax’s Definitive Proxy Statement filed on April 14, 2015 (the “Proxy”).

On May 12, 2015, Dyax issued a press release announcing the appointment of Ms. Celniker as a director, a copy of which is attached hereto as Exhibit 99.1.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders held on May 12, 2015, the stockholders of the Company voted on the following two proposals, each of which is described in detail in the Proxy.

Proposal No. 1:  To Elect Three Class III Directors to Serve until the 2018 Annual Meeting. The stockholders re-elected the following individuals as Class III directors of the Company:

Name of Director Nominees

Number of

Votes For

Number of

Votes Withheld

 
Ron Cohen 113,048,561 779,764
David J. McLachlan 113,643,626 184,699
Paolo Pucci 113,082,835 745,490

Proposal No. 2:  To Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm.  The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

For

Against

Abstain

Broker Non-Votes

128,060,789 156,815 55,259 0

Item 9.01.

 

Financial Statements and Exhibits.

 
(d) Exhibits.
 
99.1 Press release of Dyax Corp. dated May 12, 2015 announcing the appointment of Ms. Celniker as director.


SIGNATURE

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.

 

DYAX CORP.

 
 

Dated:

May 14, 2015 By:

/s/ Andrew D. Ashe

Andrew D. Ashe

Executive Vice President and General Counsel


EXHIBIT INDEX

Exhibit
No.

 

Description

 

99.1

Press release of Dyax Corp. dated May 12, 2015 announcing the appointment of Ms. Celniker as director.



Exhibit 99.1

Dyax Corp. Appoints Dr. Abbie Celniker to Board of Directors

BURLINGTON, Mass.--(BUSINESS WIRE)--May 12, 2015--Dyax Corp. (NASDAQ: DYAX), a biopharmaceutical company focused on the development and commercialization of novel biotherapeutics for unmet medical needs, today announced the appointment of Abbie Celniker, Ph.D., to its Board of Directors.

“Abbie brings nearly three decades of business and scientific leadership in the biotechnology and pharmaceutical industries to Dyax, with a proven track record of successfully developing and commercializing life science products," said Henry E. Blair, Chairman of Dyax's Board of Directors. “Her expertise in advancing late-stage protein therapeutic discovery and development programs will provide the Board with a new and valued perspective as we develop DX-2930 and build our internal pipeline. We are delighted to welcome her to Dyax’s Board.”

“I look forward to working alongside the Board and management team to help Dyax develop and expand its internal pipeline,” commented Dr. Celniker.

Dr. Celniker currently serves as the President and Chief Executive Officer of Eleven Biotherapeutics, where she also serves on its Board of Directors. Prior to joining Eleven Biotherapeutics, she served as the Executive Vice President, Translational Medicine of Alexion Pharmaceuticals, Inc. From 2008 to 2011, Dr. Celniker served as the President and Chief Executive Officer and as a member of the Board of Directors of Taligen Therapeutics, Inc. which was ultimately acquired by Alexion Pharmaceuticals. Previously, Dr. Celniker served as Global Head of Biologics at Novartis AG, Senior Vice President of Research and Development Strategy and Operations at Millennium Pharmaceuticals, Inc. and as Vice President Protein Technologies at the Wyeth Research facilities in Cambridge, Massachusetts.

Dr. Celniker has served as Chair of ImaginAb, a privately held biotechnology company and is currently Vice Chair of MassBio, a not for profit trade organization for biotechnology in the Commonwealth of Massachusetts. Dr. Celniker holds a B.A. in Biology from the University of California, San Diego, and a Ph.D. in Molecular Biology from the University of Arizona.

About Dyax
Dyax is a biopharmaceutical company focused on the development and commercialization of novel biotherapeutics for unmet medical needs. The Company is developing DX-2930, a fully human monoclonal antibody, for the prevention of hereditary angioedema (HAE) attacks. In March 2015, the Company reported positive safety, pharmacokinetic, biomarker and proof-of-concept efficacy results from its Phase 1b clinical trial of DX-2930 in HAE patients. Additionally, Dyax markets KALBITOR® (ecallantide) for the treatment of acute attacks of HAE in patients 12 years of age and older.

Both DX-2930 and KALBITOR were identified using Dyax's proprietary phage display technology. Dyax has broadly licensed this technology under its Licensing and Funded Research Portfolio (LFRP). The current portfolio includes one FDA approved product, Eli Lilly and Company’s CYRAMZA® (ramucirumab), for which Dyax receives royalties, and multiple product candidates in various stages of clinical development for which the Company is eligible to receive future milestones and/or royalties.

For additional information about Dyax, please visit www.dyax.com.

For additional information about KALBITOR, including full prescribing information, please visit www.KALBITOR.com.

Disclaimer
This press release contains forward-looking statements. Statements that are not historical facts are based on Dyax's current expectations, beliefs, assumptions, estimates, forecasts and projections about the industry and markets in which Dyax operates. The statements contained in this release are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements because of risks, uncertainties and assumptions involved in any future projections. There are many factors that could cause actual results to differ from these forward-looking statements, including: risks and uncertainties relating to the clinical development and regulatory approval of DX-2930; Dyax's dependence on the expertise, effort, priorities and contractual obligations of third parties in the development of DX-2930 and in the marketing, sales and distribution of KALBITOR; competition from new and existing treatments for HAE; the uncertainty of patent and intellectual property protection relating to DX-2930, KALBITOR and the LFRP; Dyax's dependence on licensees and collaborators for development, clinical trials, manufacturing, sales and distribution of product candidates in the LFRP; uncertainties as to whether one or more product candidates in the LFRP will achieve development and regulatory milestones and be commercialized and generate royalties; uncertainties regarding Lilly's ability to successfully market CYRAMZA for the treatment of advanced gastric cancer, non-small lung cancer and colorectal cancer; and other risk factors described or referred to in Item 1A, "Risk Factors" in Dyax's most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Dyax cautions investors not to place undue reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this release, and Dyax undertakes no obligations to update or revise these statements, except as may be required by law.

Dyax, the Dyax logo and KALBITOR are registered trademarks of Dyax Corp.
CYRAMZA is a trademark owned by or licensed to Eli Lilly and Company, its subsidiaries, or affiliates.

CONTACT:
Dyax Corp.
Jennifer Robinson, 617-250-5741
Director, Investor Relations
and Corporate Communications
jrobinson@dyax.com

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