Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
On January 6, 2021, the board of directors (the "Board") of AVEO
Pharmaceuticals, Inc. (the "Company"), following the recommendation of the
Nominating and Corporate Governance Committee, elected Ms. Corinne Epperly as a
member of the Board, effective January 6, 2021. In accordance with the Company's
Second Amended and Restated By-Laws, Ms. Epperly will serve as a director until
the 2021 Annual Meeting of Stockholders and thereafter until her successor has
been duly elected and qualified or until her earlier death, resignation or
removal.
The Board expects to appoint Ms. Epperly to one or more committees of the Board
in connection with its next regularly scheduled meeting. The Company will
provide the foregoing information by filing an amendment to this Current Report
on Form 8-K after the information is determined or becomes available.
Ms. Epperly previously served as Chief Operating Officer for VBL Therapeutics
and worked at Iovance Biotherapeutics and Bristol-Myers Squibb in various
operational and business roles. Ms. Epperly also previously served as a Goldman
Sachs International Global Investment Research, Healthcare Financial Equity
Research Associate and National Cancer Institute of the NIH Biomedical Research
Fellow.
There are no arrangements or understandings between Ms. Epperly and any other
person pursuant to which she was elected as a director. There are no
transactions in which Ms. Epperly has an interest requiring disclosure under
Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.
Ms. Epperly will receive compensation for her service as a non-employee director
in accordance with the Company's director compensation policy, including the
award of a one-time nonqualified stock option under the Company's 2019 Equity
Incentive Plan, as amended (the "Plan") to purchase 10,000 shares of the
Company's common stock ("Common Stock") at an exercise price of $6.31 per share,
which was equal to the closing price of Common Stock on The Nasdaq Capital
Market on the effective date of Ms. Epperly's election. This option vests in 36
equal monthly installments commencing with the first day of the month following
the date of grant, subject to the director's continued service on the Board. In
addition, after Ms. Epperly has served for at least six months, she would be
entitled to an annual award upon re-election at each annual meeting of
stockholders, of a nonqualified stock option (an "Annual Director Option") under
and pursuant to the Plan to purchase shares of Common Stock having an exercise
price per share equal to the then-fair market value of the Common Stock. The
Annual Director Option vests in twelve equal monthly installments commencing on
the first day of the month following the date of grant, subject to Ms. Epperly's
continued service on the Board. Ms. Epperly will also receive cash fees for
services as a Board member pursuant to the Plan and the Company's director
compensation policy, as updated from time to time by the Board.
Item 8.01. Other Events.
On January 7, 2021, the Company issued a press release announcing Ms. Epperly's
election as a member of the Board, among other matters. The full text of the
press release issued in connection with the announcement is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release issued by the Company on January 7, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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