| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 11, 2019, the Board of Directors (the “Board”) of Principia Biopharma Inc. (the “Company”) appointed Patrick Machado as a Class II director of the Company, with a term of office expiring at the 2020 annual meeting of stockholders. Concurrent with his appointment to the Board, Mr. Machado was also appointed to serve as the chair of the Audit Committee of the Board (the “Audit Committee”). Simeon George, M.D., M.B.A. will continue as the other member of the Audit Committee.
Mr. Machado will receive compensation as anon-employee director of the Company as follows: (a) an annual retainer of $36,500 for service as a member of the Board; (b) an annual retainer of $15,000 for service as chair of the Audit Committee; (c) an initial stock option grant to purchase 20,475 shares of the Company’s common stock, with an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market (“Nasdaq”) on the trading day immediately preceding the date of grant, and which will vest in equal monthly installments over three years following the date of grant and will vest in full in the event of a change in control (as defined in the Company’s 2018 Equity Incentive Plan), provided that he is continuing to provide service on the applicable vesting date; and (d) each year an annual stock option grant to purchase 10,240 shares of the Company’s common stock, with an exercise price per share equal to the closing price of the Company’s common stock on Nasdaq on the trading day immediately preceding the date of grant, which grant will vest in equal monthly installments over aone-year period such that the option is fully vested on the date that is 12 months after the grant date, provided that he is continuing to provide service on the applicable vesting date. Mr. Machado has also entered into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Machado and any other person pursuant to which he was selected as a director.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders (the “Annual Meeting”) on June 11, 2019. The stockholders considered two proposals, both of which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2019. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1:Election of two nominees to serve as Class I directors until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were cast as follows:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | BrokerNon-Votes |
Martin Babler | | 19,948,202 | | 945,546 | | 573,891 |
Shao-Lee Lin, M.D., Ph.D. | | 20,887,561 | | 6,187 | | 573,891 |
Martin Babler andShao-Lee Lin were duly elected as Class I directors.
Proposal 2:Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes were cast as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
21,433,242 | | 822 | | 33,575 |
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
