| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 25, 2018, the Board of Directors (the “Board”) of EyePoint Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from eight to nine members and, upon the recommendation of the Governance and Nominating Committee of the Board, appointed John Landis, Ph.D. to fill the newly-created vacancy on the Board, effective immediately. The Board also appointed Dr. Landis to the Science Committee of the Board, effective immediately.
Dr. Landis’ compensation as a director will be consistent with the compensation provided to all of the Company’snon-employee directors. Under the Company’s currentnon-employee director compensation policy, Dr. Landis will receive an annual cash retainer of $40,000 for general availability and participation in meetings and conference calls of the Board. Dr. Landis will receive an additional annual retainer of $4,000 for his service as a member of the Science Committee. Dr. Landis was granted an option to acquire 80,000 shares of common stock of the Company, with such option vesting in three equal annual installments commencing on the first anniversary of October 25, 2018, which is the date of the grant. The option is exercisable for 10 years from the date of grant, at a price equal to $2.27 per share, which is the closing price of the Company’s shares of common stock on the Nasdaq Global Market on the date of the grant. The option will also be subject to the terms and conditions of the Company’s 2016 Long Term Incentive Plan, as amended, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form10-Q for the quarter ended December 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on February 9, 2017.
The Company also entered into an indemnification agreement with Dr. Landis in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the indemnification agreement for the other directors of the Company that was filed as Exhibit 10.19 to the Company’s Annual Report on Form10-K for the year ended June 30, 2018, filed with the SEC on September 18, 2018.
There is no arrangement or understanding between Dr. Landis and any other person pursuant to which Dr. Landis was appointed a director of the Company. There are no relationships or transactions in which Dr. Landis has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of RegulationS-K.
On October 30, 2018, the Company issued a press release announcing the appointment of Dr. Landis to the Board. A copy of such press release relating to Dr. Landis’ appointment is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
