Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2019, the board of directors of Adverum Biotechnologies, Inc. appointed Leone Patterson as President of Adverum. Ms. Patterson also remains Adverum’s Chief Executive Officer, and her compensation was not changed as a result of her appointment as President. Biographical information for Ms. Patterson was previously disclosed in Adverum’s Amendment No. 1 to Annual Report on Form10-K/A, filed with the Securities and Exchange Commission on April 30, 2019.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 13, 2019, Adverum’s board of directors adopted Amended and Restated Bylaws to: clarify procedures relating to the appointment of an inspector of election and election and removal of officers; describe organizational procedures applicable to meetings of stockholders; provide that the board may delegate the powers or duties of any officer to any other officer or agent; update provisions relating to the execution of stock certificates as a result of changes in Delaware law; remove references to partly paid shares; and make certain other administrative changes.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On December 13, 2019, Adverum’s board of directors approved a new Code of Business Conduct and Ethics (the “Code”). The revisions to the Code include, among other things: alerting persons subject to the Code that certain actions by their family members may result in Code violations attributable to them; adding language to specifically address the maintenance of Adverum’s books and records; and streamlining the Code by referring to other subject-specific policies that Adverum has in place regarding insider trading, anti-corruption, corporate disclosure, and complaints regarding accounting and auditing matters, as well as to Adverum’s Employee Handbook. In addition,non-substantive changes were made to the Code to enhance readability. The new Code does not materially change the responsibilities and obligations that applied previously, and its adoption did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code.
The foregoing description of the Code is qualified in its entirety by the full text of the Code, which is available on Adverum’s investor relations website atinvestors.adverum.com. The contents of Adverum’s website are not incorporated by reference in, or a part of, this Current Report onForm 8-K.
Item 9.01. Financial Statements and Exhibits.
