Milestone Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. |
On September 3, 2024, the Board of Directors (the “Board”) of Milestone Pharmaceuticals Inc. (the “Company”), upon the recommendation of the Nominating & Corporate Governance Committee of the Board, voted to elect Joeseph C. Papa as a member of the Board and as a member of the Board’s compensation committee (the “Compensation Committee”), effective as of September 3, 2024 (the “Effective Date”). Mr. Papa’s term as director will expire at the Company’s 2025 annual meeting of stockholders.
Mr. Papa has over 35 years of experience in the pharmaceutical, healthcare and specialty pharmaceutical industries. Since February 2024, he has served as Chief Executive Officer of Emergent BioSolutions (NYSE: EBS). Previously, he served as Chief Executive Officer of Bausch + Lomb Corporation from May 2022 to March 2023 and served as Chairman and CEO of Bausch Health (NYSE: BHC) from 2016 to 2022. From 2006 to 2016, Mr. Papa served as Chairman and CEO of Perrigo (NYSE: PRGO). Prior to Perrigo, Mr. Papa served as President of PTS for Cardinal Health (NYSE: CAH), President of Watson Pharmaceuticals, President of U.S. operations for Searle/Pharmacia, Chief Operating Officer of DuPont Pharmaceuticals (NYSE: DD) and Vice President of Marketing for Novartis (NYSE: NVS). He currently serves as Chair of the board of directors of SparingVision, a privately held genomic medicines company, and as a member of the board of directors of Candel Therapeutics (Nasdaq: CADL), a clinical stage biopharmaceutical company developing immunotherapies for cancer patients, where he chairs the compensation committee. He previously served on the boards of directors of Prometheus Biosciences, as lead independent director and chair of the compensation committee until the company’s sale to Merck (NYSE: MRK) in 2023, and Smith & Nephew plc (NYSE: SNN) as chair of the remuneration committee. Mr. Papa holds a B.S. in pharmacy from the University of Connecticut and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management.
There are no arrangements or understandings between Mr. Papa and any other person pursuant to which Mr. Papa was elected as a director. Mr. Papa does not have any family relationships with any of the Company’s directors or executive officers, and does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the terms of the Company’s Non-Employee Director Compensation Policy (as amended to date, the “Compensation Policy”), Mr. Papa will receive (i) annual cash compensation of $42,500 for his service as a director and (ii) annual cash compensation of $7,500 for his service as a member of the Compensation Committee. Additionally, pursuant to the Compensation Policy, Mr. Papa will be granted an option to purchase up to 80,000 common shares of the Company (the “Initial Grant”) upon the effective date of his appointment to the Board. The Initial Grant will vest in equal monthly installments over three years from the date of grant, subject to such director’s continued service as a director or otherwise as an employee or consultant to the Company through the applicable vesting dates. The Initial Grant is subject to the terms of the Company’s 2019 Equity Incentive Plan and the Company’s form of United States stock option grant notice and stock option award agreement thereunder. Furthermore, Mr. Papa is entitled to receive additional annual equity awards in accordance with the terms and conditions of the Compensation Policy. The Company will also reimburse reasonable out-of-pocket expenses incurred by Mr. Papa for his attendance at meetings of the Board or any committee thereof.
In connection with his appointment to the Board, Mr. Papa has entered into the Company’s standard form of indemnity agreement, a copy of which was filed as Exhibit 10.14 to the Registration Statement on Form S-1 (File No. 333-230846) filed with the Securities and Exchange Commission on April 12, 2019.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company virtually held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on August 28, 2024. At the Annual Meeting, the Company’s shareholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 15, 2024. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
| Proposal 1. | Election of Directors |
The Company’s shareholders elected the nominees below to the Board each to hold office until the 2025 Annual Meeting of Shareholders or until their successors are duly elected or appointed, or until such directors’ earlier resignation or removal. The votes regarding the election of directors were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Joseph Oliveto | 27,367,910 | 328,244 | 9,337,191 | |||
| Lisa M. Giles | 27,494,092 | 202,062 | 9,337,191 | |||
| Stuart M. Duty | 27,633,939 | 62,215 | 9,337,191 | |||
| Andrew R. Saik | 27,633,449 | 62,705 | 9,337,191 | |||
| Michael Tomsicek | 27,495,346 | 200,808 | 9,337,191 | |||
| Robert J. Wills | 22,522,120 | 5,174,034 | 9,337,191 | |||
| Seth H.Z. Fischer | 27,500,738 | 195,416 | 9,337,191 |
Following the Annual Meeting, Mr. Duty replaced Mr. Fischer as a member of the Board’s Nominating and Corporate Governance Committee, Mr. Saik replaced Ms. Giles as a member of the Board’s Audit Committee and Mr. Fischer was appointed as Chair of the Board’s Compensation Committee. The current composition of the Board committees after the Annual Meeting and the Effective Date of Mr. Papa’s appointment the Board is as follows:
| Committee | Members | |
| Nominating and Corporate Governance Committee | Robert J. Wills (Chair), Lisa M. Giles, Stuart M. Duty | |
| Audit Committee | Michael Tomsicek (Chair), Robert J. Wills, Andrew R. Saik | |
| Compensation Committee | Seth H.Z. Fischer (Chair), Michel Tomsicek, Joseph C. Papa |
| Proposal 2. | Appointment of the Company’s Auditor |
Proposal 2 was a proposal to approve the appointment of PricewaterhouseCoopers LLP as the auditor for the Company to hold office until the close of the 2025 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor’s remuneration. The votes regarding the appointment of the Company’s auditor were as follows:
| Votes For | Votes Withheld | |
| 36,988,292 | 45,053 |
| Item 7.01. | Regulation FD Disclosure. |
On September 4, 2024, the Company issued a press release announcing the appointment of Mr. Papa to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished solely pursuant to Item 7.01 of this Current Report on Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, dated September 4, 2024. | |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are 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.
| MILESTONE PHARMACEUTICALS INC. | ||
| By: | /s/Amit Hasija | |
| Amit Hasija | ||
| Chief Financial Officer | ||
Dated: September 4, 2024