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 February 25, 2019, Mr. John H. Johnson notified AVEO Pharmaceuticals, Inc. (the Company) that he would resign as a director of
the Company and would no longer serve on its Board of Directors (the Board) in conjunction with his acceptance of a position as chief executive officer outside the Company. Mr. Johnsons resignation became effective
February 27, 2019. Mr. Johnson will remain an advisor to the Company.
(d)
On February 26, 2019, the Board, following the recommendation of the Nominating and Corporate Governance Committee, elected Mr. Gregory T. Mayes
as a member of the Board to fill the vacancy created by Mr. Johnsons resignation, effective February 27, 2019. In accordance with the Companys Second Amended and Restated
By-Laws,
Mr. Mayes will serve as a director until the 2019 Annual Meeting of Stockholders (the 2019 Annual Meeting) and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal.
Mr. Mayes was also appointed to serve on the Companys Compensation and Nominating and Corporate Governance Committees. The Board has determined that Mr. Mayes is independent as contemplated by The Nasdaq Stock Market and
other governing laws and applicable regulations, including
Rule 10C-1
under the Securities Exchange Act of 1934, as amended.
Mr. Mayes is the president, chief executive officer and founder of Engage Therapeutics, Inc. and currently serves on the board of directors of OncoSec
Medical Incorporated. Mr. Mayes also previously served as chief operating officer and on the board of directors of Advaxis, Inc. and as president and general counsel and as a member of the board of directors of Unigene Laboratories, Inc. Prior
to these roles, he served as general counsel and chief compliance officer of ImClone Systems Corporation and senior counsel of AstraZeneca Pharmaceuticals, LP.
There are no arrangements or understandings between Mr. Mayes and any other person pursuant to which he was elected as a director. There are no
transactions in which Mr. Mayes has an interest requiring disclosure under Item 404(a) of Regulation
S-K
of the Securities Act of 1933, as amended. Mr. Mayes will receive compensation for his
service as a
non-employee
director in accordance with the Companys director compensation policy, including the award of a
one-time
nonqualified stock option under
the Companys Second Amended and Restated 2010 Stock Incentive Plan (the Plan) to purchase 100,000 shares of the Companys common stock (Common Stock) at an exercise price of $0.61 per share, which was equal to the
closing price of Common Stock on The Nasdaq Capital Market on the effective date of Mr. Mayess election.
This option vests in 36 equal monthly installments commencing with the first day of the month following the date of grant,
subject to the directors continued service on the Board.
During his service as a
non-employee
director,
Mr. Mayes is also entitled, after he has served for at least six months, to an additional annual award, following
re-election
at each annual meeting of stockholders, of a nonqualified stock option (an
Annual Director Option) under and pursuant to the Plan to purchase shares of Common Stock having an exercise price per share equal to the then-fair market value of the Common Stock. The Annual Director Option vests in twelve equal
monthly installments commencing on the first day of the month following the date of grant, subject to Mr. Mayes continued service on the Board. Mr. Mayes is not eligible to receive an Annual Director Option following the 2019 Annual
Meeting, as he will not have served as a director for at least six months prior to the date of the 2019 Annual Meeting. Mr. Mayes will also receive cash fees for services as a Board member pursuant to the Companys director compensation
policy, as updated from time to time by the Board.