Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
Resignation of Dr. Brian J. Underdown and Appointment of Ms. Maggie
FitzPatrick
On July
21, 2021, Dr. Brian J. Underdown notified the Board of Directors
(the “Board”)
of VistaGen Therapeutics, Inc. (the “Company”) of his retirement from
the Board and all Board committees, effective immediately. Dr.
Underdown’s decision to retire was not a result of
any disagreement with the Company’s management or the
Board.
Following Dr.
Underdown’s resignation and retirement, the Board appointed
Margaret M. FitzPatrick to serve on the Board. Ms. FitzPatrick was
deemed to be an “independent director,” as such term is
defined in Listing Rule 5605 of the Nasdaq Stock Market. A copy of
the press release announcing Ms. FitzPatrick’s appointment is
attached to this Current Report on Form 8-K as Exhibit
99.1.
Ms. FitzPatrick, age
55, is a globally recognized corporate affairs
executive who has been honored with several prestigious awards,
including the Washington Business Journal’s C-Suite Executive
of the Year Class (2019), PR Week’s Top 50 Most Powerful
People in PR (2015) and PR Week’s Hall of Femme (2019).
Recently, she served as Chief Corporate Affairs Officer of the
Exelon Corporation, a Fortune 100 diversified clean energy company,
from 2016 to 2020. Prior to her time at Exelon Corporation, Ms.
FitzPatrick served as Global Chief Communications Officer and led
public affairs at Johnson & Johnson, the world's largest and
most broadly-based healthcare company, from 2013 to 2016, and as
Global Chief Communication Officer and President of the Foundation
at CIGNA. Ms. FitzPatrick also served as Executive Vice President
at APCO Worldwide, a global public affairs and strategic
communications consultancy, where she counseled executives on major
global reputation efforts for notable industry leaders such as eBay
and United Airlines, among others. Ms. FitzPatrick currently serves
on the board of the Southeast Tennis and Learning Center in
Washington, D.C. In 2020, she was appointed by DC Mayor Muriel
Bowser to serve as a Commissioner on the DC Commission on the Arts
and Humanities.
Ms.
FitzPatrick holds a B.A. in English and Policy Studies from
Syracuse University, and an M.A. in Public Policy from The George
Washington University. In 2018, she completed the Harvard Business
School program for corporate directors.
There
are no arrangements or understandings between Ms. FitzPatrick and
any other person pursuant to which she was selected as a director,
and Ms. FitzPatrick is not a participant in any related party
transaction required to be reported pursuant to Item 404(a)
of Regulation S-K.
In
connection with her appointment, the Company entered into
an Indemnification Agreement (the “Indemnification Agreement”) with
Ms. FitzPatrick. The Indemnification Agreement requires
the Company to indemnify Ms. FitzPatrick to the fullest extent
permitted under Nevada law against liability that may arise by
reason of her service to the Company and to advance certain
expenses incurred as a result of any proceeding against her as to
which she could be indemnified.
The
foregoing description of the Indemnification Agreement is
not complete and is qualified in its entirety by reference to the
full text of the Indemnification Agreement, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.
Appointment of Directors to Board Committees
On July
21, 2021, Mary L. Rotunno was appointed to serve as Chair of the
Board’s Corporate Governance and Nominating Committee and as
a member of the Board’s Audit Committee. In addition, Ms.
FitzPatrick was appointed to serve as a member of the Corporate
Governance and Nominating Committee and Dr. Jerry B. Gin was
appointed to serve as Chair of the Compensation
Committee.