UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 28, 2015
Otonomy, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
001-36591 |
|
26-2590070 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
6275 Nancy Ridge Drive, Suite 100
San Diego, CA 92121
(Address of principal executive offices, including zip code)
(858) 242-5200
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On April 28, 2015, the Companys Board of Directors (the Board) increased the size of the Board from
eight to nine directors and elected George J. Morrow to the Board. Mr. Morrow will serve as a Class I director, with a term expiring at the Companys 2015 Annual Meeting of Stockholders (the Annual Meeting). Mr. Morrow
will also serve as a member of the compensation committee of the Board. The Board appointed Mr. Morrow on the unanimous recommendation of the Companys corporate governance and nominating committee.
Mr. Morrow previously served as a consultant to Amgen Inc., a global biotechnology company, from February 2011 until
January 2013. From 2003 until his retirement in February 2011, he was the Executive Vice President, Global Commercial Operations at Amgen Inc., where he also served as Executive Vice President of Worldwide Sales and Marketing between 2001 and 2003.
From 1992 to 2001, Mr. Morrow held multiple leadership positions at GlaxoSmithKline Inc. and its subsidiaries, including President and Chief Executive Officer of Glaxo Wellcome Inc. From 1981 to 1992, he served in various positions at
Merck & Co., Inc., a pharmaceutical company, last serving as Vice President, Marketing. Mr. Morrow currently serves on the board of directors of public companies Align Technology, Inc., a medical device company, and Vical Incorporated,
a developer of biopharmaceutical products. Mr. Morrow served on the board of directors of Safeway Inc., a food and drug retailer, from May 2013 to February 2015, when it was acquired by an investor group led by Cerberus Capital Management, L.P.
He also served on the board of directors of Human Genome Sciences, Inc., a public biopharmaceutical development company, from March 2011 to August 2012, when it was acquired by GlaxoSmithKline plc. Mr. Morrow received a Bachelors degree
in chemistry from Southampton College, Long Island University, a Masters degree in biochemistry from Bryn Mawr College and an MBA from Duke Universitys Fuqua School of Business.
In accordance with Company policy, Mr. Morrow will receive annual cash compensation of $35,000 for his services as a
member of the Board and an additional $5,000 per year for service as a compensation committee member, each payable quarterly in arrears on a prorated basis, and on April 28, 2015, Mr. Morrow was automatically granted an option to purchase
25,000 shares of common stock, which shall vest as to one-third of the shares subject thereto on each anniversary of the awards grant date, provided that he remains a service provider through the applicable vesting date. Beginning with the
Companys annual meeting of stockholders in 2016, Mr. Morrow will be eligible for equity awards on the same terms as other continuing non-employee members of the Board. Currently, Company policy provides that on the date of each annual
meeting of stockholders, each non-employee director who has been a director for three months or more on the date of the annual meeting will automatically be granted an option to purchase 15,000 shares of common stock. Each annual option award will
vest fully on the date of the next annual meeting of stockholders held after the date of grant, provided that such director remains a service provider through the applicable vesting date. The Company will also reimburse Mr. Morrow for all
expenses associated with attending meetings of the Board and committees.
Mr. Morrow executed the Companys standard form of indemnification
agreement, a copy of which has been filed as Exhibit 10.1 to the Companys Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-197365) filed with the Securities and Exchange Commission on August 1, 2014, and is
incorporated herein in its entirety by reference.
There is no arrangement or understanding between Mr. Morrow and
any other persons pursuant to which Mr. Morrow was elected as a director. In addition, Mr. Morrow is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On April 30, 2015, the Company issued a press release announcing Mr. Morrows appointment as a director.
The press release is attached hereto as Exhibit 99.1.
Realignment of Classes of the Board of Directors
As disclosed in the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 30, 2015 (the Proxy Statement) in connection with the Annual Meeting, Brian Dovey and John P. McKearn, Ph.D. were not nominated for reelection as Class I directors of the Board.
In connection with the appointment of Mr. Morrow as a Class I director and the filing of the Proxy Statement, the Board
approved a process to realign its members, such that following the Annual Meeting, the Board will be divided into three classes as nearly equal in size as is practicable, as required by the Companys certificate of incorporation. To comply with
these requirements of the certificate of incorporation, on April 28, 2015, David A. Weber, Ph.D. resigned as a Class III director effective immediately prior to the Annual Meeting and the Board authorized the appointment of Dr. Weber as a
Class I director of the Board, to be effective immediately after the effectiveness of his resignation and prior to the Annual Meeting. As disclosed in the Proxy Statement, the Board nominated Mr. Morrow and Dr. Weber as Class I directors
for election at the Annual Meeting and, effective immediately prior to the Annual Meeting, set the number of authorized directors at seven (7), consisting of two (2) Class I directors, three (3) Class II directors and two (2) Class
III directors. The Company and Dr. Weber did not enter into any new plan, contract, arrangement or compensatory plan in connection with Dr. Webers resignation and reappointment.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
|
|
|
|
Exhibit No. |
|
|
|
Description |
|
|
99.1 |
|
|
|
Press Release dated April 30, 2015. |
|
|
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTONOMY, INC. |
|
|
|
|
|
|
|
Date: April 30, 2015 |
|
|
|
By: |
|
/s/ Paul E. Cayer |
|
|
|
|
|
|
|
|
Paul E. Cayer Chief Financial and Business
Officer |
|
|
-3-
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit No. |
|
|
|
Description |
|
|
99.1 |
|
|
|
Press Release dated April 30, 2015. |
|
|
-4-
Exhibit 99.1
FOR IMMEDIATE RELEASE
Otonomy Appoints George Morrow to Board of Directors
SAN DIEGO, April 30, 2015 Otonomy, Inc. (Nasdaq: OTIC), a clinical-stage biopharmaceutical company focused on the development and
commercialization of innovative therapeutics for diseases and disorders of the inner and middle ear, today announced the appointment of George J. Morrow to the board of directors. Mr. Morrow brings more than 30 years of experience in
pharmaceutical commercial operations for leading pharmaceutical companies including Amgen, GlaxoSmithKline and Merck. From 2003 until his retirement in 2011, Mr. Morrow served as executive vice president, global commercial operations at Amgen
where he was responsible for commercial and government affairs activities across 50 countries including the United States.
The knowledge and
insights George has gained from decades of experience leading commercial operations at top-tier pharmaceutical companies will be invaluable for Otonomy as we prepare for commercialization of AuriPro in the U.S. market in the first quarter of
2016, said David A. Weber, Ph.D., president and CEO of Otonomy. Furthermore, I expect that George will make important contributions related to the boards activities given his significant current and former service as a
director.
Mr. Morrow led global commercial operations for Amgen for nearly a decade overseeing commercial and government affairs activities
across 50 countries, and continued to serve as a consultant to the company following his retirement. Prior to his retirement Mr. Morrow held the role of executive vice president, global commercial operations, and prior to this position he was
the executive vice president of worldwide sales and marketing. During this time Amgen transformed from a company with two products and $3.2 billion in revenue to a multi-product company with $15 billion in revenue. Prior to Amgen, Mr. Morrow
held roles of increasing responsibility involving commercial affairs at GlaxoSmithKline and its subsidiaries for nearly a decade. Most recently he served as the president and CEO for Glaxo Wellcome Inc., responsible for commercial, manufacturing,
finance, medical affairs, legal, corporate and government affairs for U.S. operations. Prior to Glaxo Wellcome, Mr. Morrow held marketing-related positions of increasing responsibility at Merck.
Mr. Morrow currently serves on the board of directors of Vical Incorporated and Align Technology, Inc. He previously served on the board of directors of
Safeway Inc., a food and drug retailer, and Human Genome Sciences, Inc., a public biopharmaceutical development company acquired by GlaxoSmithKline. Mr. Morrow obtained a masters degree in business administration from Duke University, a
masters degree in biochemistry from Bryn Mawr College and a bachelors degree in chemistry from Southhampton College, Long Island University.
In addition, Otonomy also announced that Brian Dovey, partner of Domain Associates, and John McKearn, Ph.D.,
managing director of RiverVest Venture Partners, will not continue as directors following Otonomys annual meeting of stockholders in June 2015.
I would like to take this opportunity to express my great appreciation for the support and guidance that both Brian and John have provided to Otonomy
during the past five years, a period of significant growth and maturation for the company, added Dr. Weber.
About Otonomy
Otonomy is a clinical-stage biopharmaceutical company focused on the development and commercialization of innovative therapeutics for diseases and disorders of
the ear. Otonomys proprietary technology provides sustained exposure of drugs to the middle and inner ear following a single intratympanic injection. Otonomy has three product candidates in development. AuriPro is an antibiotic that has
completed Phase 3 clinical trials in pediatric patients with middle ear effusion at the time of tympanostomy tube placement surgery, and a New Drug Application for AuriPro in this indication has been filed with the FDA. OTO-104 is a steroid that is
in the first of two pivotal clinical studies for the treatment of patients with Ménières disease. OTO-311 is an NMDA receptor antagonist in development as a treatment for tinnitus. For additional information please visit
www.otonomy.com.
Contacts:
Media Inquiries
Canale Communications
Heidi Chokeir, Ph.D.
Vice President
619.849.5377
heidi@canalecomm.com
Investor Inquiries
Westwicke Partners
Robert H. Uhl
Managing Director
858.356.5932
robert.uhl@westwicke.com
# # #
Otonomy (NASDAQ:OTIC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Otonomy (NASDAQ:OTIC)
Historical Stock Chart
From Jul 2023 to Jul 2024