Item 8.01 Other Events.
AVEO Pharmaceuticals, Inc. (AVEO or the Company) today issued a press release announcing that, on September 16, 2016, the
Honorable Denise J. Casper of the United States District Court for the District of Massachusetts (the Court) granted preliminary approval to the proposed settlement (the Proposed Settlement) of a derivative action (the
Derivative Action) filed by Karen J. van Ingen, a purported purchaser of Company stock, on April 4, 2014. The Derivative Action named AVEO as a nominal defendant and also named as defendants present and former members of the
Companys board of directors, including Tuan Ha-Ngoc, Henri A. Termeer, Kenneth M. Bate, Anthony B. Evnin, Robert Epstein, Raju Kucherlapati, Robert C. Young, and Kenneth E. Weg (the Individual Defendants).
The derivative complaint alleges breach of fiduciary duty and abuse of control between January 2012 and May 2013 with respect to allegedly misleading
statements and omissions regarding tivozanib. The Derivative Action seeks, among other relief, unspecified damages; costs and expenses, including attorneys fees; an order requiring us to implement certain corporate governance reforms;
restitution from the defendants; and such other relief as the court might find just and proper.
The Individual Defendants have denied and continue to
deny that they have committed, threatened, or attempted to commit, any violations of law, or breached any duty owed to Ms. Van Ingen, the Company, or the Companys shareholders. Without admitting the validity of any allegations made in the
lawsuit, or any liability with respect thereto, the Individual Defendants have concluded that it is desirable that the claims against them be settled. The Individual Defendants and AVEO are entering into the Proposed Settlement because it eliminates
the uncertainty, distraction, disruption, burden, risk, and expense of further litigation, and is thus in the best interests of AVEO and its shareholders. The Proposed Settlement involves certain corporate governance changes and other non-monetary
relief, which are described in the Notice of Pendency and Proposed Settlement of Shareholder Derivative Action (the Notice of Pendency).
The
Court set a hearing (the Settlement Hearing) on December 19, 2016 to determine whether: (i) the terms of the Proposed Settlement are fair, reasonable, and adequate, and in the best interests of AVEO; (ii) whether, and, if
so, in what amount, attorneys fees and expenses should be awarded to plaintiffs counsel; and (iii) whether any incentive award to plaintiff should be approved. The Court also directed that notice be given to the Companys
stockholders no later than September 30, 2016, concerning the proposed settlement and their right to be heard in connection with the Settlement Hearing.
The full text of the press release issued in connection with this announcement and the Notice of Pendency are filed as Exhibits 99.1 and 99.2, respectively,
to this Current Report on Form 8-K. The information contained therein is incorporated herein by reference. A link to the Notice of Pendency is also available under the Investor Relations section of our website.
Neither the filing of these exhibits to this Current Report on Form 8-K nor the inclusion in them of references to the Companys internet address shall,
under any circumstances, be deemed to incorporate the information available at its internet address into this Current Report on Form 8-K. The information available at the Companys internet address is not part of this Current Report on Form 8-K
or any other report filed by the Company with the Securities and Exchange Commission.