SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
On September 9, 2020, the Company and its Chairman, President and Chief Executive Officer, Patrick J. McEnany, entered into an amendment to Mr. McEnany’s employment agreement with the Company (i) extending the term of such agreement for an additional two year period, and (ii) adding language accelerating the vesting of stock-based compensation held by Mr. McEnany upon a Change of Control (as defined in the employment agreement). Mr. McEnany’s employment agreement with the Company now expires on November 8, 2022. All other terms of Mr. McEnany’s employment agreement with the Company remain the same.
A copy of Amendment No. 7 to Mr. McEnany’s employment agreement with the Company is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of Amendment No. 7 that is set forth above is qualified in its entirety by reference to such amendment.
|Item 8.01|| |
As previously disclosed on the Company’s Form 8-K filed on August 21, 2020, Company director Philip H. Coelho did not receive a majority of the votes cast on his re-election to the Company’s Board of Directors (the “Board”) at the Company’s Annual Meeting of Stockholders held on August 20, 2020 (the “Annual Meeting”). Under the Company’s Bylaws, as amended, if a member of the Board fails to receive the approval of a majority vote of the stockholders at an annual meeting, such member of the Board is required to offer his or her resignation from the Board, and after such offer of resignation, the Nominating and Corporate Governance Committee (the “Committee”) of the Board is obligated to make a recommendation to the Board regarding whether to accept or reject such resignation (such decisions being taken without the involvement of such director).
On September 9, 2020, the Committee, acting without Mr. Coelho, unanimously determined to recommend to the Board that it reject Mr. Coelho’s offer of resignation. In making its decision, the Committee discussed its belief that Mr. Coelho, in his capacity as Chairman of the Committee, had not received the requisite vote for election to the Board because the Board (and not solely Mr. Coelho) had failed to ensure that the Board is sufficiently diverse. The Committee also considered the discussions of the Committee and the Board, held prior to the Annual Meeting, regarding a proposed future increase in the size of the Board beginning with the 2021 Annual Meeting of Stockholders, with any new directors to reflect the Company’s commitment to diversity. Finally, in making its decision, the Committee considered Mr. Coelho’s experience in the pharmaceutical industry and his contributions to the Company over his many years of dedicated service as a member of the Board.
Following this recommendation, the Board, acting without Mr. Coelho, voted unanimously to accept the recommendation of the Committee and rejected Mr. Coelho’s offer of resignation. Mr. Coelho will continue his service on the Board until the 2021 Annual Meeting of Stockholders or until his earlier death, resignation or removal.
|Item 9.01|| |
Financial Statements and Exhibits.
|10.1||Amendment No. 7 to Employment Agreement between the Company and Patrick J. McEnany, dated September 9, 2020|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Catalyst Pharmaceuticals, Inc.|
Vice President, Treasurer and CFO
Dated: September 11, 2020
SEVENTH AMENDMENT TO
This SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Amendment) is entered into as of this 9th day of September, 2020, by and between CATALYST PHARMACEUTICALS, INC., a Delaware corporation (Company) and PATRICK J. MCENANY (Employee).
The parties have previously entered into that certain Employment Agreement, dated as of November 8, 2006 (the Original Agreement), as previously amended by that certain First Amendment to Employment Agreement, dated as of December 19, 2008 (the First Amendment), that certain Second Amendment to Employment Agreement, dated as of November 8, 2009 (the Second Amendment), that certain Third Amendment to Employment Agreement, dated as of September 14, 2011 (the Third Amendment), that certain Fourth Amendment to Employment Agreement, dated as of August 28, 2013 (the Fourth Amendment), that certain Fifth Amendment to Employment Agreement, dated as of June 23, 2016 (the Fifth Amendment), and that certain Sixth Amendment to Employment Agreement, dated as of May 25, 2018 (the Sixth Amendment, and together with the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, the Employment Agreement). Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the Employment Agreement.
The parties wish to further amend the Employment Agreement to reflect the terms set forth below.
NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Extension of Agreement. The outside date of the Term of the Employment Agreement is extended for a two year period from the fourteenth anniversary of the Effective Date (November 8, 2020) until the sixteenth anniversary of the Effective Date (November 8, 2022). All references in the Employment Agreement to the third anniversary of the Effective Date, the fifth anniversary of the Effective Date, the seventh anniversary of the Effective Date, the tenth anniversary of the Effective Date, the twelfth anniversary of the Effective Date, or the fourteenth anniversary of the effective date shall be deemed by this Amendment to now refer to the sixteenth anniversary of the Effective Date.
Additional Terms. The Employment Agreement is hereby amended to add the following sentence as an additional sentence at the end of Section 7.5.2 of the Employment Agreement:
Further, upon a Change in Control, (i) all outstanding stock options and other equity awards held by Employee that have not yet vested on time-based vesting provisions contained in such awards under which Employee would have vested over time had the Change in Control not occurred, shall immediately vest, and (ii) all outstanding stock options and other equity awards held by Employee that have performance-based vesting provisions (such as achievement of a certain stock price) shall automatically vest as of the date of the Change in Control, whether or not the performance-based vesting condition has been satisfied as of such date.
Employment Agreement Remains in Effect. Except as otherwise specifically amended herein, the terms and provisions of the Employment Agreement remain in full force and effect.
Counterparts. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the date set forth above.
|CATALYST PHARMACEUTICALS, INC.|
Vice President, Treasurer and CFO
Patrick J. McEnany