Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Appointment of Jay Shepard as Director
On January 15, 2020, the Board of Directors (the "Board") of Inovio
Pharmaceuticals, Inc. (the "Company") appointed Jay Shepard to serve as a
director of the Company. Mr. Shepard's term will continue until the Company's
2020 Annual Meeting of Stockholders. There is no arrangement or understanding
between Mr. Shepard and any other person pursuant to which he was selected as a
director of the Company, and there is no family relationship between Mr. Shepard
and any of the Company's other directors or executive officers. The Company is
not aware of any transaction involving Mr. Shepard requiring disclosure under
Item 404(a) of Regulation S-K.
Additional information regarding Mr. Shepard is set forth below:
Jay Shepard, age 61, is currently Non-executive Chairman and formerly President
and Chief Executive Officer of Aravive, Inc. (formerly Versartis, Inc.) from May
2015 to January 2020 and has served as a member of its board of directors since
2013. From 2012 until May 2015, Mr. Shepard was an Executive Partner at
Sofinnova Ventures, a venture capital firm focused on the healthcare industry,
which he joined as an Executive in Residence in 2008. From 2010 to 2012,
Mr. Shepard served as President and Chief Executive Officer and was a member of
the board of directors of NextWave Pharmaceuticals, Inc., a specialty
pharmaceutical company developing and commercializing unique pediatric products
utilizing proprietary drug delivery technology that was acquired by Pfizer, Inc.
From 2005 to 2007, Mr. Shepard served as President and Chief Executive Officer
and a member of the board of directors of Ilypsa, Inc., a biopharmaceutical
company pioneering novel non-absorbed polymeric drugs for renal and metabolic
disorders that was acquired by Amgen Inc. Mr. Shepard currently serves on the
board of directors of Esperion Therapeutics, Inc., a publicly traded
pharmaceutical company, and of the Christopher & Dana Reeve Foundation. Within
the past five years, Mr. Shepard also served on the boards of directors of the
public companies Marinus Pharmaceuticals, Inc. and Durect Corporation.
Mr. Shepard holds a B.S. in Business Administration from the University of
Arizona.
Mr. Shepard will be compensated in accordance with the Company's non-employee
director compensation policy. He will receive an annual cash retainer of $45,000
for serving on the Board. In addition, Mr. Shepard received initial equity
awards under and pursuant to the Company's 2016 Omnibus Incentive Plan upon his
appointment as of January 15, 2020 the date of grant. As a newly elected
director, Mr. Shepard was awarded 12,821 restricted stock units and a stock
option to purchase 20,000 of the Company's common stock at an exercise price of
$3.35, the closing price of the Company's common stock on the date of grant. The
restricted stock units will vest over a period of three years, with one-third of
the shares vesting on each of the first, second and third anniversaries of the
grant date, subject to Mr. Shepard's continued service as a director of the
Company as of each vesting date. With respect to the shares of common stock
underlying the stock option grant, one-quarter of the shares vested as of the
grant date, with the remainder vesting in three equal annual installments on the
first, second and third anniversaries of the grant date, subject to
Mr. Shepard's continued service as a director of the Company as of each vesting
date. Mr. Shepard will be eligible to receive additional annual equity awards on
each date of the Company's annual meeting of stockholders in accordance with the
non-employee director compensation policy.
(b) Retirement of Morton Collins as Director
On January 14, 2020, Morton Collins notified the Company of his retirement from
the Board, effective immediately. Dr. Collins' retirement as a director of the
Company was not the result of any dispute or disagreement with the Company.
Item 7.01 Regulation FD Disclosure.
On January 15, 2020, the Company issued a press release announcing the
appointment of Mr. Shepard to the Board and the retirement of Mr. Collins from
the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to
this Current Report. The information contained in the press release furnished as
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not
incorporated by reference into any of the Company's filings under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference in any
such filing.
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Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Exhibit Description
99.1 Press Release, dated January 15, 2020.
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