Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On June 10, 2021, Immunic, Inc. (the “Company”)
(i) entered into an employment agreement with Glenn Whaley to continue serving as Vice President Finance, Principal Financial and Accounting
Officer (the “Whaley Agreement”) and (ii) approved amendments to the employment agreements of various members of the
management board (Vorstand) of Immunic AG. Under German law, a company’s management board consists of employee members and is responsible
for overseeing its daily business.
Dr. Daniel Vitt Agreement
Immunic AG entered into a second amendment to the Service Agreement
(as amended, the “Amended Vitt Agreement”), dated September 29, 2016, as amended September 4, 2019, between Immunic
AG and Dr. Daniel Vitt, the Company’s Chief Executive Officer and President. Pursuant to the Amended Vitt Agreement, Dr. Vitt will
continue to serve on the management board of Immunic AG until December 31, 2023. Dr. Vitt will receive an annual salary of EUR 414,000,
to be paid in 12 monthly installments, and a yearly bonus of EUR 186,300 upon achievement of certain targets.
Dr. Vitt is also entitled to severance of one year’s salary and
a bonus upon (i) the conclusion of his term of service under the Amended Vitt Agreement, as such term may be amended or extended, or (ii)
the termination of his service before December 31, 2023, in each case provided that such non-extension or termination is not due to serious
cause.
The preceding summary does not purport to be complete and is qualified
in its entirety by reference to the Amended Vitt Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Dr. Andreas Muehler Agreements
Immunic AG entered into a second amendment to the Service Agreement
(as amended, the “Amended Muehler Agreement”), dated August 22, 2016, as amended September 4, 2019, between Immunic
AG and Dr. Andreas Muehler, the Company’s Chief Medical Officer. Pursuant to the Amended Muehler Agreement, Dr. Muehler will continue
to serve on the management board of Immunic AG until December 31, 2022. Dr. Muehler will receive an annual salary of EUR 177,100, to be
paid in 12 monthly installments, and a yearly bonus of EUR 61,985 upon achievement of certain targets.
Dr. Muehler is also entitled to severance of one year’s salary
and a bonus upon (i) the conclusion of his term of service under the Amended Muehler Agreement, as such term may be amended or extended,
or (ii) the termination of his service before December 31, 2022, in each case provided that such non-extension or termination is not due
to serious cause.
Dr. Muehler also entered into a separate employment agreement (the
“Muehler Employment Agreement”) with the Company. The Muehler Employment Agreement provides that Dr. Muehler will continue
to serve as Chief Medical Officer until December 31, 2022, and will dedicate approximately 40% of his time to the affairs of the Company
and approximately 60% of his time to the affairs of Immunic AG. The Muehler Employment Agreement provides for an annual salary of $227,000
USD and an annual bonus of at least 35% of annual base salary upon achievement of certain targets. Dr. Muehler is also eligible for reimbursement
for certain expenses, and customary insurance and benefits programs of the Company.
If Dr. Muehler’s employment is terminated by the Company without
Cause or by him for Good Reason (each as defined in the Muehler Employment Agreement), he is entitled to (i) twelve months’ base
salary, (ii) any accrued but unpaid annual bonus for the fiscal year ended prior to termination, and (iii) reimbursement of certain COBRA
premiums. Additionally, all of his outstanding equity awards will vest and become exercisable.
The preceding summaries do not purport to be complete and are qualified
in their entirety by reference to the Amended Muehler Agreement and the Muehler Employment Agreement, which are filed as Exhibits 10.2
and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Glenn Whaley Agreement
The Whaley Agreement provides for an annual salary of $390,000 USD
and an annual bonus of at least 35% of annual base salary upon achievement of certain targets. Mr. Whaley is also eligible for reimbursement
for certain expenses, and customary insurance and benefits programs of the Company.
If Mr. Whaley’s employment is terminated by the Company without
Cause or by him for Good Reason (each as defined in the Whaley Agreement), he is entitled to (i) twelve months’ base salary, (ii)
any accrued but unpaid annual bonus for the fiscal year ended prior to termination, and (iii) reimbursement of certain COBRA premiums.
Additionally, 50% of his outstanding equity awards will vest and become exercisable.
The preceding summary does not purport to be complete and is qualified
in its entirety by reference to the Whaley Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2021 the Company held its annual meeting
of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 21,749,439 and there
were present at the Meeting, in person or by proxy, 14,401,306 shares, which constituted a quorum for the Meeting. At the Meeting, the
stockholders voted:
(1) to elect Dr. Duane Nash and Dr.
Daniel Vitt as directors for a three year term expiring at the 2024 annual meeting of stockholders;
(2) to approve a non-binding advisory
resolution approving named executive officer compensation;
(3) to select three years as the frequency
of future non-binding advisory votes on resolutions approving future named executive officer compensation;
(4) to approve the 2021 Employee Stock
Purchase Plan; and
(5) to ratify the selection of Baker
Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31,
2021.
The final results of the stockholders votes at
the Meeting are set forth below:
Proposal 1: Election of Directors
|
NOMINEE
|
|
FOR
|
|
WITHHELD
|
|
BROKER NON-VOTES
|
|
Dr. Duane Nash
|
|
11,325,568
|
|
1,016,806
|
|
2,058,932
|
|
Dr. Daniel Vitt
|
|
11,202,123
|
|
1,140,251
|
|
2,058,932
|
Proposal 2: Approval of the resolution approving named executive
officer compensation
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
12,277,904
|
|
51,823
|
|
12,647
|
|
2,058,932
|
Proposal 3: Frequency of future non-binding advisory votes on resolutions
approving future named executive officer compensation
|
1 YEAR
|
|
2 YEARS
|
|
3 YEARS
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
3,912,430
|
|
45,609
|
|
8,379,387
|
|
4,948
|
|
2,058,932
|
Proposal 4: Approval of the 2021 Employee Stock Purchase Plan
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
12,300,958
|
|
34,408
|
|
7,008
|
|
2,058,932
|
Proposal 5: Ratification of Appointment of Baker Tilly as independent
registered public accounting firm
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
14,276,491
|
|
117,315
|
|
7,500
|
|
n/a
|