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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(b) On September 8, 2017, John P. Butler notified Keryx Biopharmaceuticals, Inc. (the Company) that he was resigning from the Companys
Board of Directors (the Board) effective as of September 8, 2017. Mr. Butler did not communicate to the Company any disagreements regarding the Companys operations, policies or practices in connection with his
resignation, nor is the Company aware of any such disagreements.
(d) On September 11, 2017, pursuant to Section 3.05 of the Companys
Amended and Restated Bylaws, the Board appointed Mark J. Enyedy as an independent director of the Board, effective as of September 11, 2017, to fill the vacancy created by Mr. Butlers resignation. Mr. Enyedy is to serve as a
director until his term expires at the 2018 annual meeting of stockholders. Mr. Enyedy was appointed to the Nominating & Corporate Governance Committee of the Board.
Mr. Enyedy, age 53, has over 20 years of experience in the life sciences industry. He is currently the President and Chief Executive
Officer of ImmunoGen, Inc., a publicly traded biopharmaceutical company, a position he has held since May 2016. Prior to joining ImmunoGen, Mr. Enyedy served in various executive capacities at Shire plc, a pharmaceutical company, from 2013 to
May 2016, including as Executive Vice President and Head of Corporate Development from 2014 to May 2016, where he led Shires strategy, M&A, and corporate planning functions and provided commercial oversight of Shires pre-Phase 3
portfolio. Prior to joining Shire he served as Chief Executive Officer and a director of Proteostasis Therapeutics, Inc., a biopharmaceutical company, from 2011 to 2013. Prior to joining Proteostasis he served for 15 years at Genzyme Corporation, a
biopharmaceutical company, most recently as President of the Transplant, Oncology, and Multiple Sclerosis divisions. Mr. Enyedy holds a JD from Harvard Law School and practiced law prior to joining Genzyme. Mr. Enyedy is also a director of
Fate Therapeutics, Inc., a publicly traded biopharmaceutical company.
Mr. Enyedy was appointed to the Board pursuant to the right of
the Companys largest stockholder, The Baupost Group, L.L.C., to designate a member of the Board. There are no arrangements or understandings between Mr. Enyedy and any other person pursuant to which he was elected as a director, nor are
there any transactions between Mr. Enyedy and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Enyedy will receive customary compensation in accordance with the Companys director compensation policy.
In addition, in connection with Mr. Butlers resignation, the Board appointed Michael Rogers, a current member of the Board, to
serve as the Chairman of the Board, effective as of September 11, 2017.
Keryx announced Mr. Butlers resignation, the
appointment of Mr. Enyedy to the Board and the appointment of Mr. Rogers as Chairman of the Board via press release on September 13, 2017. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 5.02.