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EX-10.1 - EX-10.1 - Savara Incd830249dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 27, 2020

 

 

SAVARA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32157   84-1318182

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6836 Bee Cave Road, Building III, Suite 200

Austin, TX 78746

(Address of principal executive offices, including zip code)

(512) 614-1848

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share   SVRA   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐                                    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)    On May 27, 2020, Taneli Jouhikainen was appointed as the Chief Business Officer of Savara Inc. (“Savara”) and will continue in his role as President. Dr. Jouhikainen had been serving as Savara’s Chief Operating Officer.

 

(e)

2020 Target Bonus Amounts

On May 28, 2020, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Savara, the Board approved the target bonus amounts for Savara’s executive officers for the year ending December 31, 2020. The target bonuses remain unchanged from those approved for the year ended December 31, 2019, other than for Dr. Chowdhury who joined Savara in November 2019. The approved target bonus amounts for each of the Company’s executive officers for the year ending December 31, 2020 are as follows:

 

Executive Officer

  

Title

   Target
Bonus
   % of Base
Salary

Rob Neville

  

Chief Executive Officer

   $273,000    50%

Taneli Jouhikainen

  

President and Chief Business Officer

   $273,000    50%

Badrul Chowdhury

  

Chief Medical Officer

   $210,000    40%

Dave Lowrance

  

Chief Financial Officer

   $151,840    40%

Actual bonus amounts paid to the executive officers may be more or less than the target bonus amounts. The total bonus payment amounts will be based on the achievement of certain performance goals, and the Board has the discretion to award bonus amounts that differ for attainment of performance goals that fall above or below such goals. For Mr. Neville, the achievement of corporate performance measures will represent 100% of his target bonus award. For each of Dr. Jouhikainen, Dr. Chowdhury and Mr. Lowrance, the achievement of corporate performance measures will represent 25% of the target bonus award, individual performance measures will represent 50% of the target bonus award and 25% of the award is determined at the discretion of the chief executive officer.

Incentive Plan Amendment

On May 29, 2020, the stockholders of Savara approved the amendment of the Savara Amended and Restated 2015 Omnibus Incentive Plan (“2015 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 3,500,000. The Board had previously approved the amendment of our 2015 Plan, subject to stockholder approval. The 2015 Plan is filed as Exhibit 10.1 hereto.

Item 5.07.    Submission of Matters to a Vote of Security Holders

At the Savara annual meeting of stockholders held on May 29, 2020 (the “Annual Meeting”), our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.

 

Nominees

   Votes For    Votes Against    Abstentions    Broker Non Votes

Robert Neville

   22,237,050    323,904    4,789,741    12,521,875

Nevan Elam

   16,516,217    5,990,801    4,843,677    12,521,875

Richard J. Hawkins

   18,567,893    3,938,911    4,843,891    12,521,875

Joseph S. McCracken

   22,122,281    384,627    4,843,787    12,521,875

Matthew Pauls

   22,096,234    374,492    4,879,969    12,521,875

David A. Ramsay

   22,146,284    324,124    4,880,287    12,521,875

Ricky Sun

   22,175,230    295,457    4,880,008    12,521,875

An van Es-Johansson

   21,724,202    709,424    4,917,069    12,521,875


In addition, the following proposals were voted on at the Annual Meeting:

 

1.

Proposal to approve the amendment of our 2015 Plan to increase the number of shares of common stock authorized for issuance thereunder by 3,500,000.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non Votes

21,361,131

  866,911   5,122,653   12,521,875

 

2.

Proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non Votes

34,137,758

  742,811   4,992,001  

 

3.

Proposal to approve, on an advisory basis, the compensation of our named executives.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non Votes

21,425,373

  762,427   5,162,895   12,521,875

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1

  

Savara Inc. Amended and Restated 2015 Omnibus Incentive Plan, as amended


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 1, 2020

   

SAVARA INC.

a Delaware corporation

  By:   /s/ Dave Lowrance
   

Dave Lowrance

   

Chief Financial Officer