| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Adagio Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 22, 2022. The following is a summary of the matters voted on at that meeting and the final voting results certified by the independent inspector of elections in connection with the meeting.
| (a) | The stockholders of the Company elected Tamsin Berry, Marc Elia and Clive Meanwell as Class I directors, each to serve for a three-year term expiring at the 2025 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows: |
| | | | |
Name | | For | | Withheld |
Tamsin Berry | | 79,059,858 | | 8,385,835 |
Marc Elia | | 79,080,114 | | 8,365,579 |
Clive Meanwell | | 79,060,114 | | 8,385,579 |
There are no arrangements or understandings between Ms. Berry, Mr. Elia and Dr. Meanwell and any other persons pursuant to which they were elected as a director. There are no transactions in which Ms. Berry, Mr. Elia and Dr. Meanwell have an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.
Each of Ms. Berry, Mr. Elia and Dr. Meanwell will receive compensation for their service as a non-employee director and, if applicable, for committee service in accordance with the Company’s director compensation program, a summary of which was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022, including the award of a one-time nonqualified stock option under the Company’s 2021 Equity Incentive Plan to purchase 150,000 shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at an exercise price of $3.09 per share, which was equal to the closing price of the Common Stock on the Nasdaq Global Select Market on June 22, 2022.
In connection with their election, the Company and each of Ms. Berry, Mr. Elia and Dr. Meanwell will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-257975) filed with the SEC on August 2, 2021. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify each director for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by them in any action or proceeding arising out of their service as a director of the Company.
Biographical Information for Class I Directors
Tamsin Berry, age 41, has served as a partner at Population Health Partners, a global investment firm, since June 2020. Since November 2021, she has served as non-executive director, and also as a board member, of the Global Pathogen Analysis Service, a not-for-profit pathogen surveillance bioinformatics company. Since March 2021, she has served as an advisor to EQRx, a biotechnology firm. Since December 2020, she has served as advisor to University of Oxford for the Global Health Security Consortium, which includes University of Oxford, the Tony Blair Institute and the Ellison Institute of Transformative Medicine. From February 2019 to March 2020, she served as the director of the UK Office for Life Sciences, where she worked with Sir John Bell to write the UK’s Life Sciences Industrial Strategy. She previously served as Deputy Director of the UK Office for Life Sciences, from November 2015 to February 2019. Ms. Berry has held a number of leadership positions in government, spanning policy, corporate, and communications roles at the Cabinet Office, Department of Health, and Public Health England. From March 2020 to June 2020, her final role was in the COVID Taskforce, where Ms. Berry was the senior responsible officer for serology and seroprevalence at the start of the pandemic and was awarded an OBE for her work. Ms. Berry received a bachelor of laws degree from the University of Nottingham and a master’s degree from the University of Leeds.
