EyePoint Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2024, David R. Guyer, M.D. and Anthony P. Adamis, M.D. resigned from the Board of Directors (the “Board”) of EyePoint Pharmaceuticals, Inc. (the “Company”) and all committees thereof, effective immediately. Dr. Guyer’s and Dr. Adamis's respective decisions to resign were due to their transition to full-time roles at Merck & Co., and were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On September 3, 2024, the Board, upon the recommendation of the Governance and Nominating Committee of the Board (the “Governance and Nominating Committee”), reduced the size of the Board from nine to eight members and appointed Fred Hassan to fill the remaining vacancy on the Board. In addition, the Board appointed (i) Karen Zaderej and Stuart Duty to the Compensation Committee of the Board (the “Compensation Committee”) and designated Ms. Zaderej as Chair of the Compensation Committee, (ii) Nancy S. Lurker to the Science Committee of the Board, and (iii) Mr. Hassan to the Governance and Nominating Committee of the Board.
Mr. Hassan’s compensation as a director will be consistent with the compensation provided to all of the Company’s non-employee directors. Under the Company’s current non-employee director compensation policy, Mr. Hassan will receive an annual cash retainer of $45,000 for his Board service, which amount will be pro-rated for 2024. Mr. Hassan will receive an additional annual cash retainer of $5,000 for his service as a member of the Governance and Nominating Committee.
Mr. Hassan received an initial grant of an option to acquire 60,000 shares of common stock of the Company (the “Common Stock”), with such grant vesting in three equal annual installments commencing on the first anniversary of September 3, 2024. The option is exercisable for 10 years from the date of grant, with the same per share exercise price as the closing price of the Common Stock on the Nasdaq Global Market on September 3, 2024. The option will also be subject to the terms and conditions of the Company’s 2023 Long Term Incentive Plan (the “Plan”), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on June 21, 2023, as amended by that certain First Amendment to the Plan, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 21, 2024.
The Company also entered into an indemnification agreement with Mr. Hassan in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the indemnification agreement for the other directors of the Company filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024.
There is no arrangement or understanding between Mr. Hassan and any other person pursuant to which Mr. Hassan was appointed a director of the Company. There are no relationships or transactions in which Mr. Hassan has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On September 4, 2024, the Company issued a press release announcing the resignations of Dr. Guyer and Dr. Adamis and the appointment of Mr. Hassan to the Board. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference to this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press Release of EyePoint Pharmaceuticals, Inc. dated September 4, 2024 |
104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
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EYEPOINT PHARMACEUTICALS, INC. |
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Date: |
September 4, 2024 |
By: |
/s/ George O. Elston |
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George O. Elston |