Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On September 14, 2021, Renee Barnett was appointed the Chief Financial Officer of Immunovant, Inc. effective October 4, 2021, or the Start Date. In such position, Ms. Barnett will serve as our principal financial and accounting officer.
There is no arrangement or understanding between Ms. Barnett and any other person pursuant to which she was selected as an officer, and there is no family relationship between Ms. Barnett and any of our other directors or executive officers. Ms. Barnett is not a party to any current or proposed transaction with us for which disclosure is required under Item 404(a) of Regulation S-K.
Ms. Barnett, age 42, has served as Chief Integration Officer at AbleTo, Inc., a technology-enabled healthcare service provider focused on virtual delivery of behavioral healthcare, since February 2021. From March 2018 to February 2021, she was AbleTo’s Senior Vice President, Operations and from June 2015 to February 2018, she was Vice President, Finance & Human Resources and Acting Chief Financial Officer. Ms. Barnett has previously served in various finance and business roles at Eli Lilly from 2001 to 2015. Ms. Barnett earned a B.A. in Physics from Depauw University and an M.B.A. from Harvard Business School.
On September 14, 2021, we entered into an employment agreement with Ms. Barnett. The agreement provides for an annual base salary of $400,000 and a signing bonus of $500,000 and 59,500 restricted stock units, or the RSU Bonus Grant, to compensate foregone vesting and compensation at Ms. Barnett’s prior employer. The RSU Bonus Grant will be granted on the Start Date and will fully vest on January 1, 2022. Ms. Barnett is also eligible to earn an annual discretionary cash bonus, with a target bonus opportunity equal to 40% of her base salary. Ms. Barnett will also be granted on October 15, 2021 options under our 2019 Equity Incentive Plan to purchase 333,000 shares of our common stock, or the Option Award, and restricted stock units for 143,000 shares of our common stock, or the RSU Grant. The Option Award and the RSU Grant will vest over a period of four years, with 25% vesting on the one-year anniversary of the Start Date and the balance vesting thereafter in a series of 12 successive equal installments on the quarterly anniversary of the Start Date; provided, Ms. Barnett is providing service to us on each vesting date.
The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Election of Series A Preferred Stock Directors
Effective September 9, 2021, each of Frank M. Torti, M.D., Andrew Fromkin, Atul Pande, M.D. and Eric Venker, M.D. were elected as Series A preferred stock directors of Immunovant, each to serve until his successor is duly elected and qualified or until his earlier death, resignation or removal. Drs. Torti’s, Pande’s and Venker’s and Mr. Fromkin’s biography and director compensation are included in Immunovant’s definitive proxy statement for our 2021 Annual Meeting of Stockholders, or the Annual Meeting, which was filed with the Securities and Exchange Commission, or the SEC, on August 12, 2021, or the Proxy Statement, in the sections titled “Proposal No. 1 Election of Directors” and “Director Compensation” and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 9, 2021, we held our Annual Meeting. There were 87,248,915 shares of common stock and Series A preferred stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 89% of the shares of common stock and Series A preferred stock entitled to vote at the Annual Meeting. At the Annual Meeting, Immunovant’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in Immunovant’s Proxy Statement.
Proposal 1 – Election of Directors
Peter Salzmann, M.D., M.B.A., Douglas Hughes and George Migausky were each elected to serve as a member of Immunovant’s Board of Directors, or the Board, until the 2022 Annual Meeting of Stockholders and until his successor is duly elected or until his earlier resignation or removal, by the following votes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Peter Salzmann, M.D., M.B.A.
|
|
74,019,297
|
|
8,730,803
|
|
4,498,815
|
Douglas Hughes
|
|
68,253,664
|
|
14,496,436
|
|
4,498,815
|
George Migausky
|
|
67,579,881
|
|
15,170,219
|
|
4,498,815
|
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as Immunovant’s independent registered public accounting firm for the year ending March 31, 2022, by the following votes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstain
|
87,008,104
|
|
66,081
|
|
174,730
|
Proposal 3 – Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of Immunovant’s Named Executive Officers
The stockholders approved, on a non-binding advisory basis, to hold future non-binding advisory votes to approve the compensation of Immunovant’s named executive officers every year by the following votes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Year
|
|
Two Years
|
|
Three Years
|
|
Votes Abstain
|
|
Broker Non-Votes
|
82,541,598
|
|
10,663
|
|
44,537
|
|
153,302
|
|
4,498,815
|
In light of this result, the Board determined to hold future non-binding, advisory votes on executive compensation every year, so that the next such vote will be held at Immunovant’s 2022 Annual Meeting of Stockholders. Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, Immunovant will hold the next non-binding, advisory vote on the frequency of holding a non-binding, advisory vote on Immunovant’s executive compensation no later than its 2027 Annual Meeting of Stockholders.
Proposal 4 – Repricing of Certain Outstanding Stock Options
The stockholders approved the repricing of certain outstanding stock options granted under Immunovant’s 2019 Equity Incentive Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstain
|
|
Broker Non-Votes
|
62,227,944
|
|
20,375,831
|
|
146,325
|
|
4,498,815
|