Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 26K
2: EX-10.1 Material Contract -- exhibit101 HTML 32K
3: EX-10.2 Material Contract -- exhibit102 HTML 47K
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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.
(b) Resignation of Executive Officer.
On November 13, 2017,
Dennis McWilliams, 46, President and Chief Commercial Officer resigned from his position with Apollo Endosurgery, Inc. (“Apollo”). On November 13, 2017 and November 15, 2017, and in connection with Mr. McWilliams resignation, we have entered into a separation, severance and general release agreement and transition services agreement, respectively. Apollo does not anticipate replacing Mr. McWilliams.
Separation, Severance and General Release Agreement
In exchange for Mr. McWilliams execution of a general release and non-compete in favor of the
Company, Mr. McWilliams will receive the following benefits:
•
Cash severance of six months of Mr. McWilliams annual base salary.
•
Continued health care coverage and COBRA for up to eight months consistent with what the Company currently provides, so long as Mr. McWilliams timely elects such continued coverage.
•
Continued
vesting of all outstanding equity awards through the end of Mr. McWilliams transition services agreement.
Transition Services Agreement
During the period following his resignation until January 31, 2018 Mr. McWilliams will provide certain transition services of his duties and responsibilities as may be needed and in return, Mr. McWilliams will receive the following benefits:
•
Cash fee of $72,917 and reimbursement of reasonable business-related expenses, if any.
The
foregoing descriptions of the separation, severance and general release agreement and transition services agreement are qualified in their entirety by reference to the full text of the agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively and are incorporated by reference herein.
(d) Appointment of Director.
On November 13, 2017, David C. Pacitti was appointed to the Board of Directors of the Company (the “Board”). Mr.
Pacitti will serve as a Class I director starting on December 8, 2017, and his term will expire at the annual meeting of stockholders in 2018 and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Pacitti was also appointed to serve as a member of the Compensation Committee of the Board. The Board has affirmatively determined that Mr. Pacitti is an independent director pursuant to Nasdaq’s governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended.
There are no arrangements or understandings between Mr. Pacitti and any other persons pursuant to which he was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K or 5.02(d) of Form
8-K) between Mr. Pacitti and the Company required to be disclosed herein.
In connection with his appointment to the Board and Compensation Committee of the Board, it is anticipated Mr. Pacitti will be granted pursuant to Apollo’s 2017 Equity Incentive Plan an initial stock option and restricted stock award to acquire Apollo common stock, with an aggregate value of $55,000, each vesting in full on December 8, 2018. Both the stock option and restricted stock award will have an exercise price equal to the closing price of Apollo common stock as reported on the NASDAQ Global Market on December 8, 2017. The 2017 Equity Incentive Plan and related forms of stock option agreement and restricted stock award are filed as Exhibit
10.1, 10.2 and 10.3, respectively, to Apollo’s Registration Statement on Form 8-K filed with the Securities and Exchange Commission on June 13, 2017.
In connection with his appointment, Apollo plans to enter into an indemnity agreement with Mr. Pacitti in connection with his services as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.1 to the Apollo’s Current Report on Form 8-K filed with the SEC on January 3, 2017, and is incorporated by reference herein.
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.
