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): June 13, 2017

 

 

Eiger BioPharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36183   33-0971591

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

350 Cambridge Avenue, Suite 350

Palo Alto, California

  94306
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 272-6138

(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:

 

  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of a Director.

On June 13, 2017, Nina Kjellson notified the Board of Directors (the “Board”) of Eiger BioPharmaceuticals, Inc. (the “Company”) of her resignation as a director effective immediately. Ms. Kjellson’s resignation was not the result of any disagreement or dispute with the Company on any matter relating to the Company’s operations, policies or practices.

(d) Appointment of a New Director.

On June 14, 2017, upon recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed David Apelian as a director effective immediately to fill the vacancy created by Ms. Kjellson’s resignation. The Board appointed Dr. Apelian to serve as a member of the Board as a Class I director for a term expiring at the Company’s 2019 Annual Meeting of Stockholders, or until his earlier death, resignation or removal or his successor is duly elected and qualified.

There is no arrangement or understanding between Dr. Apelian and any other person pursuant to which Dr. Apelian was appointed as a director. Dr. Apelian is party to an indemnification agreement with the Company and will be eligible to participate in all non-employee director compensation plans and arrangements available to non-employee directors. Accordingly, Dr. Apelian will be granted an option to purchase 25,000 shares of common stock of the Company under its 2013 Equity Incentive Plan. In addition, Dr. Apelian will be eligible to receive an annual grant of an option to purchase 10,000 shares of common stock of the Company under its 2013 Equity Incentive Plan. Dr. Apelian will also be eligible to receive cash compensation of $40,000 per year as a director.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Set forth below are the proposals voted upon at the Annual Meeting (the “Annual Meeting”) of Stockholders of the Company held on June 13, 2017 at 366 Cambridge Avenue, Palo Alto, California 94306, along with the final voting results thereon:

Proposal 1—To elect the two Class II directors named below to serve until the 2020 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. Each of the two named nominees was so elected, with the votes thereon at the Annual Meeting as follows:

 

     Final Voting Results  

Nominees

   For      Withheld      Broker Non-
Votes
 

Edgar G. Engleman, M.D.

     5,866,990        56,577        909,175  

Jeffrey S. Glenn, M.D., Ph. D.

     5,886,122        37,445        909,175  


Proposal 2—To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved by the requisite vote, with the votes thereon at the Annual Meeting as follows:

 

Final Voting Results

For

  

Against

  

Abstain

  

Broker Non-Votes

6,808,111

   21,748    2,883   


SIGNATURES

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.

 

    Eiger BioPharmaceuticals, Inc.
Dated: June 14, 2017    
    By:   /s/ James Welch
      James Welch
      Chief Financial Officer