Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On May 19, 2022, Shreeram Aradhye, M.D., a member of the board of directors (the
"Board") of Axcella Health Inc. (the "Company" or "Axcella"), notified the
Company of his resignation from the Board, effective immediately. Dr. Aradhye's
resignation was not the result of a disagreement with the Company on any matter
relating to the Company's operations, policies or practices. Effective as of his
resignation, Dr. Aradhye is no longer a member of the Board or any of its
committees.
On May 25, 2022, Alison D. Schecter, M.D., stepped down as the Company's
President of Research and Development to pursue other opportunities, effective
immediately. Dr. Schecter joined Axcella on March 2, 2021.
(d)
On May 19, 2022, upon the recommendation of its Nominating and Corporate
Governance Committee, the Board appointed Paul J. Sekhri and Michael Rosenblatt,
M.D. to join the Board, effective immediately. The Board determined that Mr.
Sekhri and Dr. Rosenblatt are each independent under the listing standards of
Nasdaq and the Company's corporate governance guidelines. Mr. Sekhri will serve
as a Class II director with a term expiring at the annual meeting of
stockholders to be held in 2024. Dr. Rosenblatt will serve as a Class I director
with a term expiring at the annual meeting of stockholders to be held in 2023.
Paul J. Sekhri currently serves on the board of directors of Longboard
Pharmaceuticals, Inc. (Nasdaq: LBPH), Ipsen S.A., Veeva Systems Inc. (NYSE:
VEEV), Compugen Ltd. (Nasdaq: CGEN) and Pharming Group N.V. (Nasdaq: PHAR),
where he is Chairman. Mr. Sekhri has most recently served as the President and
Chief Executive Officer of eGenesis, Inc. Before eGenesis, Mr. Sekhri served as
President and Chief Executive Officer of Lycera Corp. Prior to Lycera, he served
as Senior Vice President, Integrated Care of Sanofi. Prior to that he served as
group Executive Vice President, Global Business Development, and Chief Strategy
Officer for Teva Pharmaceuticals Industries, Ltd., and earlier, Operating
Partner and Head of the Biotechnology Operating Group at TPG Biotech.
Previously, Mr. Sekhri founded Cerimon Pharmaceuticals, Inc. where he served as
President and Chief Executive Officer. Prior to founding Cerimon, he was
President and Chief Business Officer of ARIAD Pharmaceuticals, Inc. Earlier in
his career, Mr. Sekhri held various senior positions at Novartis AG, including
Senior Vice President, Head of Global Search and Evaluation, Business
Development and Licensing, and Global Head, Early Commercial Development. Mr.
Sekhri completed graduate work in neuroscience at the University of Maryland
School of Medicine in Baltimore and received his B.S. in Zoology from the
University of Maryland, College Park.
Michael Rosenblatt, M.D. is currently a Senior Partner at Flagship Pioneering.
From September 2016 to December 2020, Dr. Rosenblatt served as Chief Medical
Officer of Flagship Pioneering. From December 2009 to June 2016, he served as
the Executive Vice President and Chief Medical Officer of Merck & Co. Inc. Dr.
Rosenblatt serves on the board of directors of Rubius Therapeutics, Inc.
(Nasdaq: RUBY) and Azenta, Inc. (Nasdaq: AZTA) and has previously served on the
board of directors of Radius Health, Inc. (Nasdaq: RDUS). Dr. Rosenblatt
received an M.D. from Harvard Medical School and an A.B. in chemistry from
Columbia University.
As a non-employee director, each of Mr. Sekhri and Dr. Rosenblatt will receive
cash compensation and an equity award for Board service in accordance with the
Company's non-employee director compensation policy. In addition, pursuant to
the policy, Mr. Sekhri and Dr. Rosenblatt each received an option under the
Company's 2019 Stock Option and Incentive Plan to purchase 40,000 shares of our
common stock on May 19, 2022, referred to as the Initial Grant, and an option to
purchase 20,000 shares of our common stock automatically on the date of each
annual stockholder's meeting thereafter, referred to as the Annual Grant. The
Initial Grant will vest in twelve equal quarterly installments following the
grant date, subject to Mr. Sekhri's and Dr. Rosenblatt's continued service
through each applicable vesting date, respectively. The Annual Grant will vest
on the earlier of the first anniversary of the date of grant or the date of the
next annual stockholder's meeting to the extent unvested as of such date,
subject to Mr. Sekhri's and Dr. Rosenblatt's continued service through each
applicable vesting date, respectively. Neither Mr. Sekhri nor Dr. Rosenblatt is
a party to any transaction with the Company that would require disclosure under
Item 404(a) of Regulation S-K, and there are no arrangements or understandings
between either Mr. Sekhri or Dr. Rosenblatt and any other persons pursuant to
which either was selected as a director. In addition, each of Mr. Sekhri and Dr.
Rosenblatt will enter into an indemnification agreement with the Company
consistent with the form of indemnification agreement entered into between the
Company and its existing non-employee directors.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 19, 2022. The
following is a summary of the matters voted on at that meeting.
a) The stockholders of the Company elected William R. Hinshaw, Jr., Martin
Hendrix, Ph.D. and Catherine Angell Sohn, Pharm.D. as a Class III directors
to the board of directors of the Company, to each serve until the 2025
annual meeting of stockholders and until his or her successor has been duly
elected and qualified, or until his or her earlier death, resignation or
removal. The results of the stockholders' vote with respect to the election
of the Class III directors were as follows:
Votes Votes Broker
Name For Withheld Non-Votes
William R. Hinshaw, Jr. 37,084,921 513,331 8,262,243
Martin Hendrix, Ph.D. 37,568,294 29,958 8,262,243
Catherine Angell Sohn, Pharm.D. 37,047,918 550,334 8,262,343
b) The stockholders of the Company ratified the appointment of Deloitte &
Touche LLP as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2022. The results of the
stockholders' vote with respect to such ratification were as follows:
Votes For Votes Against Abstain
45,817,472 25,165 17,858
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