| Item 1.01 | Entry into a Material Definitive Agreement |
On May 1, 2019, Adverum Biotechnologies, Inc. (the “Company”) entered into a cooperation agreement (the “Agreement”) with The Sonic Fund II, L.P. and Lawrence Kam (together, “Sonic”). In connection with the negotiation of the Agreement, the Company and Sonic worked together to identify and appoint to the Board of Directors of the Company (the “Board”) three mutually acceptable candidates. Pursuant to the Agreement, the Company agreed:
| | • | | to increase the size of the Board, appoint new directors to the Board and its committees, and to appoint Patrick Machado as Chair of the Board, each as described in Item 5.02 of this Current Report on Form8-K; |
| | • | | Provided that each of James Scopa (the “Class II Designee”) and Mark Lupher (the “Class III Designee”) continues to be able and willing to serve on the Board and continues to be a Qualified Director (as defined in the Agreement), to cause the Board to nominate and recommend him for election as a director at the annual meeting of stockholders coinciding with the end of his first term, and otherwise to use its reasonable best efforts to cause him to bere-elected at such meeting; and |
| | • | | if the Class II Designee or Class III Designee or a Replacement Designee (as defined below) is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason (including as the result of a failure to receive the requisite number of votes at an applicable annual meeting of stockholders) prior to the 2021 annual meeting of stockholders, and at such time Sonic beneficially owns a “net long position” of at least 2% of the then outstanding shares of common stock of the Company, then Sonic and the Company will cooperate in good faith to select, and the Board will appoint, a Qualified Director acceptable to the Company and Sonic (a “Replacement Designee”) to serve as a director of the Company for the remainder of such former director’s term. |
Sonic has agreed to certain customary standstill provisions, and the Company and Sonic have agreed to customarynon-disparagement provisions, that would be in effect until 11:59 p.m., Pacific Time, on the date that is 30 days prior to the deadline established pursuant to the Company’s Bylaws for stockholders to deliver notice to the Company ofnon-proxy access director nominations to be brought before the 2021 annual meeting of stockholders of the Company. Sonic has also agreed to vote all shares of common stock of the Company that it or certain of its affiliates have the right to vote in favor of the election of directors nominated and recommended by the Board for election at the 2019 annual meeting of stockholders.
A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 1, 2019, upon recommendation of the Board’s Nominating and Corporate Governance Committee (the “NCG Committee”), the Board:
| | • | | Increased the authorized number of directors to nine, and set the authorized number of directors of each class of the Board at three; |
| | • | | Appointed Mr. Scopa as a Class II director, with a term expiring at the 2019 annual meeting of stockholders; |
| | • | | Appointed Dr. Lupher as a Class III director, with a term expiring at the 2020 annual meeting of stockholders; |
| | • | | Appointed Rekha Hemrajani as a Class I director, with a term expiring at the 2021 annual meeting of stockholders; |
| | • | | Appointed Mr. Scopa to the Compensation Committee of the Board and Dr. Lupher to the NCG Committee; and |
| | • | | Appointed Mr. Machado as Chair of the Board. |
Concurrently, Paul Cleveland, who previously served as Chair of the Board, resigned from the Board, effective immediately. Mr. Cleveland’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board wishes to thank Mr. Cleveland for his many years of service to the Company.
It is anticipated that Ms. Hemrajani and Mr. Scopa will be appointed to the Audit Committee of the Board at a later time.
