| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 21, 2020, the Board of Directors, or the Board, of Ziopharm Oncology, Inc., or the Company, appointed J. Kevin Buchi as a member of the Company’s Board and as Chair of the Board’s Audit Committee, effective immediately. Mr. Buchi will serve as a director until the Company’s 2021 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Buchi fills the vacancy on the Board created by the resignation of Douglas Pagán, who resigned from the Board and the Board’s Audit Committee, effective September 18, 2020. Mr. Pagán’s decision to resign was not due to any disagreement with the Company’s operations, policies or practices.
Mr. Buchi, 65, served as Chief Executive Officer and a director of Biospecifics Technologies Corp. from October 2019 until April 2020. Mr. Buchi served as Impax Laboratories, LLC’s Interim President and Chief Executive Officer from December 2016 until March 2017 and as a member of the Impax Board of Directors from November 2016 until the completion of the combination of Impax and Amneal Pharmaceuticals. Mr. Buchi served as President and Chief Executive Officer of TetraLogic Pharmaceuticals from August 2013 to December 2016. Before TetraLogic, he served as Corporate Vice President of Global Branded Products at Teva Pharmaceutical Industries Limited from 2011 to May 2012. Mr. Buchi was Chief Executive Officer of Cephalon, Inc., which was acquired by Teva Pharmaceutical Industries Limited in October 2011. Mr. Buchi has served as a member of the Board of Directors of Dicerna Pharmaeuticals, Inc. since August 2018 and was appointed Chairman of its Board of Directors in January 2019. In addition, Mr. Buchi currently serves as a director of Amneal Pharmaceuticals Inc. and Benitec Biopharma Ltd. Mr. Buchi previously served on the Board of Directors of EPIRUS Biopharmaceuticals, Inc. from June 2013 to July 2016, Alexza Pharmaceuticals, Inc. from January 2013 to June 2016, Forward Pharma A/S from December 2012 to May 2016, and Stemline Therapeutics, Inc. from March 2012 to May 2016. Mr. Buchi received his B.A. degree in Chemistry from Cornell University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management, Northwestern University.
Mr. Buchi will be compensated in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described in greater detail in the Company’s definitive proxy statement on Schedule 14A relating to its 2020 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission, or the Commission, on May 18, 2020.
In connection with his appointment, the Company will enter into its standard form of indemnity agreement with Mr. Buchi, the form of which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 31, 2013. Mr. Buchi was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person.
On September 22, 2020, the Company issued a press release announcing Mr. Pagán’s resignation and the appointment of Mr. Buchi to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 21, 2020, the Board approved an amendment to the Company’s amended and restated bylaws, or the Amended Bylaws, to amend Article 7 to add a new Section 7.8 under Article 7 which provides that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or under certain circumstances, any state court located within the State of Delaware or the federal district court for the District of Delaware, shall be the exclusive forum for specified claims or causes of action under Delaware statutory or common law, and the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the marked copy of the Bylaws, which are filed herewith as Exhibit 3.1 and incorporated herein by reference.
