Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Resignations of Eric Aguiar and Robert Repella as Members of the Board of
Directors
On January 31, 2020, each of Eric Aguiar and Robert Repella, members of the
Board of Directors (the "Board") of Biohaven Pharmaceutical Holding Company Ltd.
(the "Company"), notified the Company of his intent to resign from the Board,
effective immediately. Each of Dr. Aguiar's and Mr. Repella's decisions to
resign from the Board was not as a result of any disagreement with the Company
or the Board. Mr. Repella will continue his relationship with the Company as a
consultant.
(d) Appointment of Michael T. Heffernan as Member of the Board of Directors
On January 31, 2020, the Board appointed Michael T. Heffernan as a director to
fill the vacancy created by the resignation of Robert Repella described above.
Mr. Heffernan will serve in the class of directors whose term will expire at the
Company's 2021 Annual Meeting of Shareholders. Mr. Heffernan has also been
appointed as a member and the chair of the Compensation Committee of the Board
and a member of the Nominating and Governance Committee of the Board. There is
no arrangement or understanding between Mr. Heffernan and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Heffernan and any of the Company's other
directors or executive officers.
In accordance with the Company's compensation policy for non-employee directors,
on January 31, 2020, Mr. Heffernan was granted an option to purchase 36,000
shares of the Company's common shares at an exercise price of $48.49 per share,
the closing price of the Company's common shares on the date of grant. The
shares underlying this option will vest in three annual installments on each of
January 31, 2021, January 31, 2022 and January 31, 2023, subject to Mr.
Heffernan's continuous service through each vesting date. Additionally, Mr.
Heffernan will be entitled to receive a $35,000 annual retainer for his service
as a director and aggregate annual fees of $13,750 for his service as a member
and the chair of the Compensation Committee and as a member of the Nominating
and Governance Committee.
Item 7.01 Regulation FD Disclosure.
On January 31, 2020, the Company issued a press release announcing Mr.
Heffernan's appointment to the Board, the resignations of Dr. Aguiar and Mr.
Repella and certain other changes to the composition of the Board's committees.
A copy of this press release is furnished herewith as Exhibit 99.1 to this
Current Report.
The information in set forth in this Item 7.01 and in Exhibit 99.1 of this
Current Report on Form 8-K is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
99.1 Press Release, dated January 31, 2020, "Biohaven Appoints Michael T
Heffernan to Board of Directors."
101 Pursuant to Rule 406 of Regulation S-T, the cover page information is
formatted in iXBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
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