| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 1, 2019, Cerus Corporation (the “Company”) entered into a Second Amendment to Rights Agreement (the “Amendment) with Equiniti Trust Company (the “Rights Agent”) to amend that certain Rights Agreement, dated as of November 3, 1999, with Norwest Bank Minnesota, N.A., a predecessor to the Rights Agent, which was subsequently amended as of August 6, 2001 and October 28, 2009 (the “Rights Agreement”).
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) from the close of business on October 27, 2019, to the close of business on March 1, 2019, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 is incorporated herein by reference.
| Item 3.03 | Material Modifications to Rights of Security Holders. |
The information set forth under Item 1.01 is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On March 1, 2019, Laurence M. Corash, M.D. informed the Company that he does not intend to stand for reelection to the Company’s Board of Directors (the “Board”) at the Company’s 2019 annual meeting of stockholders. Dr. Corash’s intention not to stand for reelection to the Board is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) On March 1, 2019, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Jami Dover Nachtsheim to the Board, which election was effective upon her acceptance on March 4, 2019. Ms. Nachtsheim will serve in the class of directors whose term of office expires at the Company’s 2019 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. Ms. Nachtsheim currently serves as a member of the Board of Directors of Intuitive Surgical, Inc.
Pursuant to the Company’s Amended andRestated Non-Employee Director Compensation Policy, adopted by the Board on March 2, 2018 (the “Director Policy”), asa non-employee member of the Board, Ms. Nachtsheim is entitled to receive an annual cash retainer in the amount of $40,000 for her service as a Board member, paid in quarterly installments. In addition to the cash retainer, Ms. Nachtsheim will be reimbursed for reasonable expenses incurred in attending meetings of the Board. Asa non-employee director, Ms. Nachtsheim is not entitled to perquisites or retirement benefits.
In connection with her election, Ms. Nachtsheim received an initial stock option grant under the Company’s Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”) and pursuant to the Director Policy for the number of shares of the Company’s common stock equal to (i) $93,750, divided by (ii) the Black-Scholes value of a stock option share, determined using the average daily closing sales price per share of the Company’s common stock for the thirty (30) market trading days immediately prior to the grant date (the“Average 30-Day Price”), with the resulting number rounded down to the nearest whole share, with such stock option vestingin thirty-six (36) equal monthly installments following the date of grant, subject to Ms. Nachtsheim’s continued service on the Board. Ms. Nachtsheim also received a restricted stock unit award (“RSU”) for the number of shares of the Company’s common stock equal to (i) $93,750, divided by (ii) theAverage 30-Day Price, with the resulting number rounded down to the nearest whole share, with such RSU vesting in three (3) annual installments following the date of grant, also subject to Ms. Nachtsheim’s continued service on the Board.
Ms. Nachtsheim will automatically receive, pursuant to the Director Policy, an option to purchase the number of shares of the Company’s common stock equal to (i) $62,500, divided by (ii) the Black-Scholes value of a stock option share, determined using theAverage 30-Day Price, with the resulting number rounded down to the nearest whole share (the “Annual Option”),
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