Verona Pharma plc filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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 5, 2025, the Remuneration Committee of the Board of Directors of Verona Pharma plc (the “Company”) approved an amendment (the “Amendment”) to the Verona Pharma plc Employee Change in Control Severance Benefit Plan (as amended and/or restated from time to time, the “Severance Plan”), subject to the occurrence of the Closing (as defined in the Transaction Agreement, dated as of July 8, 2025, by and among Merck Sharp & Dohme LLC, Vol Holdings LLC and the Company (the “Transaction Agreement”)) and effective as of immediately prior to the Closing.
Pursuant to the Amendment, (i) the time period following a Change in Control (as defined in the Severance Plan) in which a qualifying termination of employment may occur resulting in severance benefits under the Severance Plan shall be extended from twelve months to twenty-four months; (ii) the definition of a “Qualifying Resignation” shall be revised to generally mean an eligible employee’s resignation after receiving and declining a long-term offer of employment from the Company after completing any reasonable knowledge transfer and administrative support requests; and (iii) the minimum severance period for benefits available under the Severance Plan shall be increased from three months to six months. In the event that the Transaction Agreement is terminated prior to the occurrence of the Closing, the Amendment shall be void.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Verona Pharma plc Employee Change in Control Severance Benefit Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| VERONA PHARMA PLC | ||
| Date: September 9, 2025 | By: | /s/ David Zaccardelli, Pharm. D. |
| Name: | David Zaccardelli, Pharm. D. | |
| Title: | President and Chief Executive Officer | |