Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d)
On August 17, 2016, the Board of Directors (the “Board”) of Organovo Holdings, Inc. (the “Company”), based on the recommendation of the
Nominating and Corporate Governance Committee, authorized and approved: (i) an increase in the size of the Board from six (6) to seven (7) members, (ii) the appointment of Richard Maroun and Mark Kessel as Class 3 and Class 2
directors, respectively, and (iii) the appointment of Kirk Malloy as Lead Independent Director, each effective immediately. In addition, the Board appointed Mr. Maroun to the Audit and Compensation Committees and Mr. Kessel to the Nominating
and Corporate Governance and the Science and Technology Committees, respectively.
Mr. Kessel is a partner of Symphony Capital, LLC, a private equity firm
he co-founded in 2002 that invests in biopharmaceutical company clinical development programs. He is also Of Counsel at Shearman & Sterling and a member of the firm’s capital markets group. Previously, from 1971 to 2001, Mr.
Kessel held various roles at Shearman & Sterling, including as managing partner leading the international law firm’s day-to-day operations. He helped build the firm, serving as a leader in the healthcare, biopharmaceutical,
agricultural biotech, high-tech, and financial services practices. He also established the firm’s San Francisco office, serving as its managing partner and turning it into the leader in M&A, capital markets, corporate governance, and
intellectual property and licensing issues. Mr. Kessel has previously served on several public biopharmaceutical company boards.
Mr. Maroun is an
executive partner at Frazier Healthcare Partners, a private equity and venture capital firm specializing in healthcare-focused investments. Before joining Frazier in 2015, Mr. Maroun was senior vice president and general counsel of Aptalis
Pharmaceuticals from 2012 to 2014. He has also held numerous senior executive roles for APP Pharmaceuticals, Abraxis BioScience and American BioScience Inc. Mr. Maroun has worked with major financial organizations and independent law
firms, and has held both legal and financial positions with companies including Merrill Lynch, Deloitte & Touche and McDonough, Holland & Allen. Mr. Maroun currently serves on the board of Leiter’s Enterprises, a private portfolio
company of Frazier Healthcare Partners, and the Board of Trustees of John Caroll University.
In appointing Messrs. Maroun and Kessel, the Board
considered their capital markets, corporate governance, operational and strategic management expertise and their leadership experience across the life sciences sector. In addition, the Company determined that Messrs. Maroun and Kessel have a
reputation for integrity, honesty and adherence to the highest ethical standards and that each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and the Board.
The Company’s non-employee director compensation program for fiscal 2017 includes an annual cash retainer of $50,000, plus additional cash retainers for
service on the Board’s standing committees. Under this program, Messrs. Maroun and Kessel received an initial grant of (i) a stock option award to purchase 18,500 shares of the Company’s common stock with an exercise price of $4.35
per share, the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant (each an “Initial Option Award”), and (ii) a restricted stock unit award for 7,500 shares of the Company’s common stock
(each an “Initial RSU Award”, and together with the Initial Option Awards, the “Initial Awards”). Each Initial Award will vest quarterly over three years measured from a vesting start date of August 15, 2016, subject to
accelerated vesting in the event of a change of control. Additionally, each of Messrs. Maroun and Kessel received an annual grant of (i) a stock option award to purchase 18,500 shares of the Company’s common stock with an exercise price of
$4.35 per share (each an “Annual Option Award”) and (ii) a restricted stock unit award for 7,500 shares of the Company’s common stock (each an “Annual RSU Award”, and together with the Annual Option Awards, the “Annual
Awards”). Each Annual Award will vest on the earlier of August 15, 2017 or the 2017 annual meeting of stockholders, subject to accelerated vesting in the event of a change of control. Each Initial and Annual Award is subject to the
terms and conditions of the Company’s 2012 Equity Incentive Plan, and each Initial Option Award and Annual Option Award is subject to a Stock Option Award Agreement and each Initial RSU Award and Annual RSU Award is subject to a Restricted
Stock Unit Award Agreement, each in the forms previously approved by the Board for issuance to the Company’s non-employee directors. The Company’s form of Non-Employee Director Stock Option Award Agreement was filed with the Securities and
Exchange Commission on June 9, 2015 as Exhibit 10.35 to the Company’s Annual Report on Form
2
10-K for the year ended March 31, 2015 and is incorporated herein by reference. The Company’s form of Non-Employee Director Restricted Stock Unit Award Agreement was filed with the
Securities and Exchange Commission on August 4, 2016 as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter June 30, 2016 and is incorporated by reference herein
The Company also entered into an Indemnification Agreement with each of Messrs. Maroun and Kessel. Each Indemnification Agreement provides for indemnification
and advancement of litigation and other expenses to Messrs. Maroun and Kessel to the fullest extent permitted by law for claims relating to their service to the Company or its subsidiaries. The Company’s form of indemnification agreement was
filed with the Securities and Exchange Commission on February 13, 2012 as Exhibit 10.17 to the Company’s Current Report on Form 8-K and is incorporated by reference herein.
There are no family relationships between either of Messrs. Maroun or Kessel and any of the Company’s directors or executive officers and neither Messrs.
Maroun nor Kessel have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings by which either of Messrs. Maroun or Kessel
was named a director.
(e)
In conjunction with the 2016
Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on August 17, 2016, the Company’s stockholders approved the adoption of the 2016 Employee Stock Purchase Plan (the “Plan”), which provides the
Company’s employees with an opportunity through payroll deductions to purchase shares of the Company’s common stock. The stockholders approved the reserve of 1,500,000 shares of common stock for issuance under the Plan. The Plan
does not contain an evergreen share increase provision. The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this report and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on August 17, 2016. Of the 92,391,989 shares of the Company’s common stock outstanding as of the record date,
66,922,994 shares, or 72.4%, were represented at the Annual Meeting either in person or by proxy.
In accordance with the Company’s Bylaws, the
presence of the holders of at least a majority of the outstanding shares of common stock at the Annual Meeting, whether in person or by proxy, constituted a quorum for the transaction of business at the Annual Meeting. Votes “For,”
“Withheld,” “Against,” “Abstentions” and “Broker Non-Votes” were each counted as present at the Annual Meeting for purposes of determining the presence of a quorum. Broker Non-Votes are shares held in street
name by brokers, banks or other nominees who were present in person or represented by proxy at the Annual Meeting, but which were not voted on a proposal because the brokers, banks or nominees did not have discretionary authority with respect to
that proposal and they had not received voting instructions from the beneficial owner prior to the Annual Meeting. Under the Company’s Bylaws, the Class II director is elected by a plurality of the votes cast in person or by proxy at the
Annual Meeting, which means that the director nominee who received the highest number of “For” votes was elected. Approval of Proposals 2, 3 and 4 each required the affirmative vote of a majority of the votes cast in person or by
proxy at the Annual Meeting. Abstentions and Broker Non-Votes are not considered to be votes cast under the Company’s Bylaws, and as a result, have no effect on the outcome of the vote on any of the proposals.
A description of each matter voted upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on July 8, 2016. The number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to each matter
voted upon are set forth below.
(1)
Election of Directors
. The Company’s stockholders elected Tamar Howson as a Class II
director, with the approval of 98.4% of the votes cast, to hold office until the 2019 Annual Meeting of Stockholders and until her respective successor is elected and qualified. The following table shows the tabulation of the votes cast For and
Withheld for the election of the director nominee as well as the Broker Non-Votes submitted for the director nominee:
3
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|
|
|
|
|
|
|
|
Director
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
|
Tamar Howson
|
|
19,204,615
|
|
311,049
|
|
47,407,330
|
(2)
Ratification of Auditors
. The Company’s stockholders ratified the appointment of Mayer
Hoffman McCann P.C., with the approval of 97.6% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017. The following table shows the tabulation of the votes cast For and
Against this proposal as well as the Abstentions submitted on this proposal:
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|
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For
|
|
Against
|
|
Abstentions
|
|
65,340,286
|
|
967,576
|
|
615,132
|
(3)
Executive Compensation
. The Company’s stockholders, on a non-binding, advisory basis,
approved the compensation of the Company’s named executive officers, with the approval of 93.0% of the votes cast, as disclosed in the proxy statement. The following table shows the tabulation of the votes cast For and Against this
proposal as well as the Broker Non-Votes and Abstentions submitted on this proposal:
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|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
18,153,842
|
|
1,022,052
|
|
339,770
|
|
47,407,330
|
(4)
2016 Employee Stock Purchase Plan
. The Company’s stockholders approved a 2016 Employee
Stock Purchase Plan, including the number of shares of the Company’s common stock available for issuance under the Plan of 1,500,000 shares, with the approval of 95.8% of the votes cast. The following table shows the tabulation of the
votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:
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|
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For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
18,695,080
|
|
517,872
|
|
302,711
|
|
47,407,331
|
No other items were presented for stockholder approval at the Annual Meeting.