Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 11, 2019, following the recommendation of the
nominating and corporate governance committee of the Board of
Directors (the “Board”) of Dermira, Inc. (the
“Company”), the Board increased the size of the Board
from nine to 10 directors and elected Halley Gilbert to fill the
newly created directorship as a Class II director to hold
office for a term expiring at the Company’s 2022 annual meeting of
the stockholders, which is the next stockholder meeting at which
Class II directors will be elected.
In connection with her service as a director, Ms. Gilbert will
receive the Company’s standard non-employee director cash and equity
compensation. Ms. Gilbert will receive a $40,000 annual
retainer for her service as a director, which will be pro-rated for calendar year 2019. In
connection with her election to the Board, Ms. Gilbert was
granted a nonqualified stock option to purchase 20,000 shares of
the Company’s common stock (the “Option”). The
exercise price per share underlying the Option was $8.05, the
closing price of the Company’s common stock on November 11,
2019, the date on which Ms. Gilbert was appointed to the Board
and the Board granted the Option. The Option will vest ratably over
three years, with one-third
of the shares vesting on each anniversary of the grant date, for so
long as Ms. Gilbert serves as a director of the Company. The
Option is subject to the terms and conditions of the Company’s 2014
Equity Incentive Plan and its related grant agreements.
Ms. Gilbert will be eligible for additional grants under the
Company’s director compensation policy beginning in 2020.
In addition, Ms. Gilbert has signed the Company’s standard
form of indemnification agreement, a copy of which was filed as
Exhibit 10.1 to the Company’s Registration Statement on Form
S-1/A (File No. 333-198410) filed with the
Securities and Exchange Commission on September 19, 2014 and
incorporated by reference herein.
There are no arrangements or understandings between
Ms. Gilbert and any other persons pursuant to which she was
selected as a member of the Board. There are also no family
relationships between Ms. Gilbert and any director or
executive officer of the Company, and Ms. Gilbert does not
have a direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation
A copy of the press release announcing this event is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
Financial Statements and Exhibits.