UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 29, 2015
VITAE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of
Incorporation) | | 001-36617 (Commission File Number) | | 04-3567753 (IRS Employer Identification No.) |
502 West Office Center Drive
Fort Washington, PA 19034
(Address of Principal Executive Offices) | | 19034
(Zip Code) |
Registrant’s telephone number, including area code: (215) 461-2000
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 29, 2015, Vitae Pharmaceuticals, Inc. (“Vitae”) announced that, based upon the recommendation of the Nominating/Corporate Governance Committee of the Board of Directors, the Board of Directors has elected John M. Leonard, M.D., as a Class I director, with his initial term expiring at Vitae’s 2018 annual meeting of stockholders, effective immediately. Dr. Leonard was also appointed to serve as a member of the Compensation Committee of the Board of Directors. In connection with Dr. Leonard’s election, and pursuant to Vitae’s bylaws, the Board of Directors has increased the number of directors to eight. A copy of the press release announcing the election of Dr. Leonard is attached as Exhibit 99.1 and incorporated herein by reference.
Pursuant to Vitae’s non-employee director compensation program, as a non-employee joining the Board, Dr. Leonard was granted a non-statutory stock option to purchase 20,000 shares of Vitae’s common stock on July 29, 2015 with an exercise price equal to the closing stock price of Vitae’s common stock on The NASDAQ Global Market on July 29, 2015. This option will vest ratably in quarterly installments over three years of service following the date of grant. He will also receive an annual fee of $37,500 for service as a director and an additional annual fee of $5,000 per year for his service as a member of the Compensation Committee of the Board of Directors. In addition, he will be eligible to receive, upon the conclusion of each annual meeting of stockholder, a non-statutory stock option to purchase 10,000 shares of Vitae’s common stock on that date with an exercise price equal to the fair market value of Vitae’s common stock on the grant date. Such annual grant will vest in quarterly installments over one year of service following the grant date. Vitae’s non-employee director compensation program is described in further detail in Vitae’s Proxy Statement for the its 2015 Annual Stockholder’ Meeting filed with Securities and Exchange Commission on April 15, 2015 pursuant to Section 14(a) of the Securities Exchange Act of 1934.
Dr. Leonard and the Company will also enter into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers. This form is attached hereto as Exhibit 99.2.
There is no arrangement or understanding between Dr. Leonard and any other person pursuant to which Dr. Leonard was appointed as a director. The Board of Directors has determined that Dr. Leonard is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market and that Dr. Leonard satisfies the independence requirements for Compensation Committee members as set forth in the applicable listing standards of the Nasdaq Stock Market.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. | | Description |
| | |
99.1 | | Vitae Pharmaceuticals, Inc. Press Release, dated July 29, 2015. |
99.2 | | Form of Indemnification Agreement between Vitae Pharmaceuticals, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Vitae Pharmaceuticals, Inc. ‘s Registration Statement on Form S-1 (SEC File No. 333-198090) filed with the SEC on August 12, 2014). |
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SIGNATURE
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.
| VITAE PHARMACEUTICALS, INC. |
| |
| |
Date: July 29, 2015 | By: | /s/ Jeffrey S. Hatfield |
| | Jeffrey S. Hatfield |
| | Chief Executive Officer |
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