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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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(d)
Election of a New Director
On September 27, 2007, the Board of Directors (the “Board”) of Zila, Inc. (the “Company”)
elected David Goldman to serve as a director of the Company.
Mr. Goldman is 63 years old and is a certified public accountant (CPA) who spent 35 years with
the international accounting firm, Deloitte & Touche LLP. He specialized in serving SEC
registrants in a variety of industries and held the positions of partner-in-charge and senior
technical partner of the Arizona Audit Practice. Mr. Goldman served in a number of the Deloitte &
Touche’s offices including the Executive Office in New York and Los Angeles. He retired from
Deloitte & Touche as a senior partner in 2001. Currently, he operates D. Goldman Professional
Services LLC, a financial services consulting firm. While at D. Goldman Professional Services, he
served as chairman of the audit committee and a member of other committees of the board of
directors of Swift Transportation Company, Inc. and advised the Board of Directors of a privately
held real estate services company. Mr. Goldman earned a bachelor’s degree in business
administration and a masters of accounting degree from the University of Arizona.
Mr. Goldman will participate in the non-employee director compensation arrangements described
in the Company’s definitive proxy statement relating to the 2006 annual meeting of stockholders.
Under these arrangements, Mr. Goldman will receive an annual retainer of $10,000 for his service on
the Board, $2,000 for each Board meeting attended in person, $1,000 for each Board meeting attended
telephonically, $1,000 for each committee meeting attended in person or telephonically, and
reimbursement of any expenses related to Board service. Mr. Goldman will also be eligible to
receive grants of options under the Zila, Inc. 1997 Stock Award Plan, as amended and restated.
Other than as described above, Mr. Goldman was not elected pursuant to any arrangement or
understanding with any other person and is not a participant in any existing or proposed
transaction with the Company.
A copy of the Company’s press release announcing the election of Mr. Goldman is attached
hereto as Exhibit 99.1.
(e)
Compensation of Vice President of Finance
On
September 27, 2007, the Board also approved an increase in the
annual base salary for Diane K. Klein, Vice President of
Finance, the Company’s principal financial officer.
Ms. Klein’s annual base salary has increased from $160,000
to $185,000. Ms. Klein’s compensation arrangement with the
Company will otherwise continue to be governed by her employment
agreement entered into with the Company on March 31, 2007,
discussed in and filed with the Company’s Form 8-K filed
with the Securities and Exchange Commission on August 1, 2007.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press release, dated October 1, 2007, entitled “Zila Adds
David Goldman to Board of Directors”
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