Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On June 8, 2020, Protalix BioTherapeutics, Inc. (the “Company”)
announced the appointment of Yael Hayon, Ph.D. to serve as the Company’s new Vice President, Research and Development, effective
July 5, 2020. On June 2, 2020, Yoseph Shaaltiel, Ph.D. retired from his position as the Company’s Executive Vice
President, Research and Development, effective June 15, 2020.
Dr. Hayon, 37, brings to Protalix over a decade of experience
in pharmaceutical research in development, both in the scientific operations and the administrative functions. She most recently
served as Vice President of Clinical Affairs of Syqe Medical Ltd., Tel-Aviv, where she, among other things, established the clinical
and medical global strategy, and was responsible for providing strategic input on the regulatory development plan. Prior to her
role at Syqe Medical, Dr. Hayon served as the Head of R&D Israeli Site of LogicBio Therapeutics, Inc., Cambridge, Massachusetts,
where she managed LogicBio’s Israeli-based Research and Development facility and was involved in strategic decision-making.
From 2014 through 2016 she served as the R&D Manager, Stem Cell Medicine Ltd., Jerusalem, Israel. Dr. Hayon holds a Ph.D. in
Neurobiology/Hematology, and an MS.c. in Neurobiology, both from the Hebrew University Faculty of Medicine, Jerusalem, Israel.
In connection with her appointment, the Company and Dr. Hayon
have entered into a written employment agreement, dated June 7, 2020 (the “Hayon Employment Agreement”). Pursuant
to the Hayon Employment Agreement, Dr. Hayon will receive a monthly base salary of 56,000 New Israeli Shekels (NIS) (approximately
$16,210), and Dr. Hayon is entitled to discretionary bonuses from time to time at the sole discretion of the Company’s Board
of Directors.
The Board also granted to Dr. Hayon, as of the effective date
of her employment, options to purchase 129,771 shares of the Company’s common stock at an exercise price equal to the closing
sales price of the Company’s common stock on the NYSE American for the last trading day immediately preceding the effective
date of the grant. The options shall vest over four years on a quarterly basis, subject to certain conditions. Vesting of the options
will be accelerated in full upon a Corporate Transaction or a Change in Control, as those terms are defined in the Company’s
2006 Amended and Restated Stock Incentive Plan, as amended (the “Plan”).
The Hayon Employment Agreement is terminable by the Company
or Dr. Hayon on 30 days’ written notice for any reason during its term. The Company may terminate the Hayon Employment Agreement
for cause without notice. Dr. Hayon is entitled to be insured by the Company under a Manager’s Policy or Pension Fund, in
lieu of severance, as well as company contributions towards vocational studies, annual recreational allowances, a Company car and
a Company laptop, and to contributions to cover cellular phone costs. Dr. Hayon is entitled to 20 working days of vacation, which
is subject to annual increases. She is also entitled to indemnification and to be an insured in the Company’s D&O insurance
policy, as are the Company’s other executive officers and directors.
The foregoing description of the Hayon Employment Agreement
is a summary and is qualified in its entirety by reference to the Employment Agreement attached hereto as Exhibit 10.1
which is incorporated by reference herein. A copy of a press release announcing the appointment is filed as Exhibit 99.1 to this
Current Report.
On June 7, 2020, the Company’s Compensation Committee
approved the promotion of Einat Brill Almon, Ph.D. to Sr. Vice President and Chief Development Officer. Dr. Almon first joined
Protalix Ltd. in December 2004, originally as a Senior Director and later as Vice President, and became the Company’s Senior
Vice President, Product Development in 2006. She has many years of experience in the management of life science projects and companies,
including biotechnology and agrobiotech, with direct experience in clinical, device and scientific software development, as well
as a strong background and work experience in intellectual property.
In connection with her promotion, the Company and Dr. Almon
have entered into a written amended and restated employment agreement, dated June 7, 2020 (the “Almon Employment Agreement”).
Pursuant to the Almon Employment Agreement, Dr. Almon’s monthly base salary was increased to NIS 80,000 (approximately $23,000),
and she is entitled to discretionary bonuses from time to time based on significant achievements, at the Board’s discretion.
In addition, Dr. Almon was granted a $100,000 cash bonus earned as compensation for milestones achieved during calendar year 2019
and a $100,000 cash bonus in connection with the submission of the biologics license application (BLA) to the U.S. Food and Drug
Administration for PRX-102, and she is entitled to additional cash bonuses upon the achievement of certain milestones. She is also
entitled to a one-time bonus of $400,000 upon the occurrence of certain change of control transactions. The monthly salary is subject
to cost of living adjustments from time to time as may be required by law.
The Board also granted to Dr. Almon options under the Plan
to purchase 196,995 shares of the Company’s common stock at an exercise price of $3.59 per share, the closing sales
price of the Company’s common stock on the NYSE American for the last trading day immediately preceding the effective
date of the grant. The options shall vest over four years on a quarterly basis, subject to certain conditions. Vesting of the
options will be accelerated in full upon a Corporate Transaction or a Change in Control, as those terms are defined in the
Plan.
The Almon Employment Agreement is terminable by the
Company on 180 days written notice, and by Dr. Almon on 90 days written notice, for any reason during its term. The Company
may terminate the Employment Agreement for cause without notice. Dr. Almon remains entitled to be insured by the Company
under a Manager’s Policy or Pension Fund, in lieu of severance, as well as company contributions towards vocational
studies, annual recreational allowances, a Company car, a Company laptop and a Company cellular phone. She remains entitled
to 29 working days of vacation. She also remains entitled to indemnification and to be an insured in the Company’s
D&O insurance policy, as are the Company’s other executive officers and directors.
The foregoing description of the Almon Employment
Agreement is a summary and is qualified in its entirety by reference to the Amended and Restated Employment Agreement
attached hereto as Exhibit 10.2 which is incorporated by reference herein.
The Company’s 2020 Annual Meeting of Stockholders
(the “Meeting”) was held on June 7, 2020. At the Meeting, as described in Item 5.07 below, the
Company’s stockholders approved amendments to the Plan to increase the number of shares of common stock available under
the Plan from 2,384,165 shares to 5,725,171 shares, as described under Proposal 4 of the Company’s definitive proxy
statement filed on Schedule 14A with the U.S. Securities and Exchange Commission on April 15, 2020.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the Meeting, the Company’s stockholders: (1) elected
the seven persons recommended by the Company’s Board of Directors to serve as directors of the Company; (2) approved, on
a non-binding, advisory basis, the compensation of the Company’s named executive officers; (3) approved, on a non-binding
advisory basis, one year as the frequency that stockholders of the Company will have a non-binding, advisory vote on the compensation
of the Company’s named executive officers; (4) approved amendments to the Plan to increase the number of shares of common
stock available under the plan from 2,384,165 shares to 5,725,171 shares; and (5) ratified the selection of appointment of Kesselman
& Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2020.
Set forth below, with respect to each such proposal, are the
number of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes, and
the number of votes cast, on an advisory basis, for the frequency that stockholders of the Company will have a non-binding, advisory
vote on the compensation of the Company’s named executive officers (every one, two or three years).
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(1)
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Election of Directors
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For
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Withheld
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Broker
Non-Votes
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Zeev Bronfeld
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18,748,821
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288,356
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3,245,242
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Dror Bashan
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18,208,159
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829,018
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3,245,242
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Amos Bar Shalev
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18,702,443
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334,734
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3,245,242
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Pol F. Boudes, M.D.
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18,868,529
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168,648
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3,245,242
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David Granot
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18,704,297
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332,880
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3,245,242
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Gwen A. Melincoff
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18,898,915
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138,262
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3,245,242
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Aharon Schwartz, Ph.D.
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18,852,781
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184,396
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3,245,242
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(2)
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Approval, on a non-binding, advisory basis, the compensation
of the Company’s named executive officers
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For
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Against
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Abstain
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Broker
Non-Votes
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14,550,187
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4,306,979
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180,011
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3,245,242
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(3) Approval, on a
non-binding advisory basis, the frequency (every one, two or three years) that stockholders of the Company will have a non-binding,
advisory vote on the compensation of the Company’s named executive officers
One Year
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Two Years
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Three Years
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Abstain
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Broker
Non-Votes
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18,391,807
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368,753
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124,374
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152,243
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3,245,242
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(4) Approval of amendments
to the Protalix BioTherapeutics, Inc. 2006 Amended and Restated Stock Incentive Plan, as amended, to increase the number of shares
of common stock available under the plan from 2,384,165 shares to 5,725,171 shares
For
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Against
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Abstain
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Broker
Non-Votes
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17,766,072
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1,179,099
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92,006
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3,245,242
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(5)
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Ratification of the appointment of Kesselman & Kesselman
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For
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Against
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Abstain
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21,976,758
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249,242
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56,419
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