Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2021, the Board of Directors (the "Board") of Arbutus Biopharma
Corporation (the "Company") (a) increased the size of the Board by one member
such that the Board will thereafter consist of nine directors and (b) appointed
Tram Tran, M.D. to the Board, to serve until the Company's 2022 annual general
meeting of shareholders and until her successor is duly appointed and qualified,
or until her earlier death, resignation or removal.
Dr. Tran's cash compensation will be consistent with the cash compensation
provided to all of the Company's non-employee directors (other than Eric Venker
M.D., Pharm.D. who has declined receiving compensation for his service). Under
the Company's current non-employee director compensation policy, Dr. Tran will
receive an annual cash retainer of $40,000 for general availability and
participation in meetings of the Board. Dr. Tran was granted an option to
acquire 44,000 common shares of the Company, which option grant will vest over a
3-year period with one-third vesting each year on the annual anniversary date of
the grant, subject to Dr. Tran's continued service on the Board. The option is
exercisable for 10 years from the date of grant, at a price equal to $3.50 per
share, which was the closing price of the Company's common shares on the Nasdaq
Stock Market on November 9, 2021. The option will also be subject to the terms
and conditions of the Arbutus Biopharma Corporation 2016 Omnibus Share and
Incentive Plan, as supplemented and amended, which was filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,
filed with the Securities and Exchange Commission ("SEC") on August 5, 2021.
The Company also entered into an indemnity agreement with Dr. Tran in connection
with her appointment to the Board. The indemnity agreement is in substantially
the same form as the indemnity agreement for the other directors of the Company
that was filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed
with the SEC on June 18, 2019.
No arrangement or understanding exists between Dr. Tran and any other person
pursuant to which Dr. Tran was appointed as a director, and there are no
transactions in which Dr. Tran has an interest which would require disclosure
under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.
On November 11, 2021, the Company issued a press release announcing Dr. Tran's
appointment to the Board. A copy of the press release is filed herewith as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press release dated November 11, 2021
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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