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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Reference
is made to
the Current Report on Form 8-K filed by Provectus Biopharmaceuticals, Inc. (the “Company”) on April
4, 2017
, disclosing the Amended and Restated Definitive Financing Commitment Term Sheet effective as of March 19, 2017, entered
into between the Company and a group of the Company’s stockholders (the “PRH Group”), which set forth the terms
on which the PRH Group would provide financing to the Company (the “Term Sheet”). On April 19, 2018, as contemplated
by the Term Sheet, one member of the Board of Directors (the “Board”) of the Company resigned effective April 27,
2018. Also, on April 19, 2018, the Board, as permitted by Section 4.1 of the Company’s Bylaws (the “Bylaws”),
increased its size from four members to five members and, as permitted by Section 4.4 of the Bylaws, appointed two new members
to fill the vacancies created by such increase in size and director resignation, both effective April 27, 2018.
Director
Resignation
On
April 19, 2018, Eric A. Wachter, PhD notified the Company of his decision to resign from the Board effective April 27, 2018. His
resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies
or practices. Dr. Wachter will remain the Chief Technology Officer of the Company.
Increase
in Board Size and Director Appointments
On
April 19, 2018, upon the recommendation of the corporate governance and nominating committee of the Board, the Board increased
its size from four members to five members, and the Board appointed each of Ed Pershing and John W. “Jack” Lacey,
III, MD, to the Board to fill the two vacancies resulting from Dr. Wachter’s resignation and the increase in the size of
the Board, effective April 27, 2018. In connection with their appointment to and becoming members of the Board, on April 19, 2018,
each of Mr. Pershing and Dr. Lacey entered into an indemnification agreement with the Company (together, the “Director Indemnification
Agreements”), whereby the Company contractually obligates itself to indemnify, and to advance expenses on behalf of, Mr.
Pershing and Dr. Lacey to the fullest extent permitted by applicable law.
The
Board also selected Mr. Pershing to serve as chairman and Dominic Rodrigues to serve as vice chairman of the Board, effective
April 27, 2018.
Each
of Mr. Pershing and Dr. Lacey will serve until, and will be nominated for election at, the 2018 Annual Meeting of Stockholders
of the Company.
The
Board determined that neither of Mr. Pershing nor Dr. Lacey is a party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K. Mr. Pershing and Dr. Lacey will receive compensation for serving on the Board
pursuant to the Company’s non-employee director compensation guidelines.
The
foregoing description of the Director Indemnification Agreements does not purport to be complete and is qualified in its entirety
by reference to the Director Indemnification Agreements, copies of which are filed as exhibits to this Current Report on Form
8-K as Exhibit 10.1 and Exhibit 10.2.
Board
Committee Compositions
On
April 19, 2018, the Board appointed directors to each of its three Board committees effective April 27, 2018:
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The
audit committee will consist of Dr. Lacey and Messrs. Horowitz, Koe, Pershing and Rodrigues. Mr. Pershing will be the chairman
of the audit committee;
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The
compensation committee will consist of Dr. Lacey and Messrs. Horowitz, Koe, Pershing and Rodrigues. Mr. Koe will remain the
chairman of the compensation committee; and
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The
corporate governance and nominating committee will consist of Dr. Lacey and Messrs. Horowitz, Koe, Pershing and Rodrigues.
Dr. Lacey will be the chairman of the nominating committee.
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