UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 18, 2017 (January 13, 2017)

 

 

Kadmon Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 



 

 

 

 

 

 

 

 

 

Delaware

 

001-37841

 

27-3576929

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

450 East 29th Street

New  York, NY

 

10016

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (212) 308-6000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 



 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

 

.02

 

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 13, 2017, Andrew B. Cohen resigned as director of Kadmon Holdings, Inc. (the “Company”). Mr. Cohen’s resignation from the Company’s Board of Directors (the “Board”) did not result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

On January 17, 2017, Steven Meehan was appointed to the Company’s Board, effective immediately. Mr. Meehan brings to the Board over 25 years of investment banking experience. He was formerly a Partner in the Healthcare Group of Moelis & Company leading the effort in Life Sciences and Advanced Diagnostics. Additionally, he was previously the Head of Life Sciences within the Global Healthcare Group in the New York office of UBS Investment Bank (UBS). Mr. Meehan was also part of the team that formed the Healthcare Group at UBS in 1999. During his tenure at UBS, he was Chief Executive Officer of UBS Russia and CIS across all businesses including securities, banking and wealth management. He was also a member of the UBS Group EMEA Management Committee. During his investment banking career he also held senior roles in M&A, leveraged finance and capital markets at Salomon Smith Barney, NatWest Securities and Drexel Burnham Lambert.

Mr. Meehan will serve as a member of the Board's Audit Committee. There are no family relationships between Mr. Meehan and any director or other executive officer of the Company nor are there any transactions between Mr. Meehan or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. Meehan and any other persons or entities pursuant to which Mr. Meehan was appointed as a director of the Company.

Upon his appointment to the Board, Mr. Meehan became entitled to the Company's non-employee director compensation. As such, Mr. Meehan is entitled to receive $5,000 for each scheduled Board meeting and $2,500 for each scheduled Audit Committee meeting. Mr. Meehan will also be entitled to receive reimbursement of his reasonable travel expenses incurred in connection with his attendance at Board and committee meetings. In addition, non-employee directors of the Company are entitled to receive an annual equity grant of 25,000 options under the Company’s 2016 Equity Incentive Plan. 







 






 



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.

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Kadmon Holdings, Inc.

 

 

 

Date: January 18, 2017

 

 

 

/s/ Konstantin Poukalov

 

 

 

 

Konstantin Poukalov

 

 

 

 

Executive Vice President, Chief Financial Officer