Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment and Departure of Certain Directors and Officers
As previously disclosed, Vical Incorporated (“Vical” or the “Company”) entered into an Agreement and Plan of Merger and Reorganization, dated June 2, 2019 and amended on August 20, 2019, with Brickell Biotech, Inc., a Delaware corporation (“Brickell”), and Victory Subsidiary, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Brickell (the “Merger”), with Brickell surviving the Merger as a wholly owned subsidiary of the Company.
On August 26, 2019, the Company’s board of directors approved, contingent and effective upon the effective time of the Merger (the “Effective Time”), the termination of each of Vijay Samant and Anthony Ramos from his position as Vical’s chief executive officer and chief financial officer, respectively. In connection with his termination, each of Mr. Samant and Mr. Ramos will become entitled to receive the severance and change of control payments described in his employment or severance agreement, respectively, with Vical. For additional information regarding these payments, please refer to “Interests of the Vical Directors and Executive Officers in the Merger—Potential Merger-Related Compensation of Named Executive Officer” beginning on page 90 of the Definitive Proxy Statement on Schedule 14A, initially filed by Vical with the Securities and Exchange Commission (“SEC”) on July 12, 2019 and as amended and supplemented on August 8, 2019, August 20, 2019 and August 23, 2019 (the “Proxy Statement”).
Pursuant to the Merger Agreement and effective immediately after and contingent upon the occurrence of the Effective Time, the Company’s board of directors also appointed Robert Brown as the Company’s chief executive officer and principal executive officer, replacing Mr. Samant in that position, and R. Michael Carruthers as the Company’s chief financial officer and principal financial and accounting officer, replacing Mr. Ramos in that position.
In addition, on August 30, 2019, each of Dr. R. Gordon Douglas, Richard Beleson, Robert Merton, George Morrow and Thomas Shenk tendered their resignations from Vical’s board of directors contingent and effective upon the Effective Time. On August 26, 2019, contingent upon the effectiveness of the resignations of the aforementioned existing Vical directors, the Company’s board of directors appointed the designees of Brickell pursuant to the Merger Agreement, Robert Brown, Reginald Hardy, George Abercrombie, Dr. William Ju and Dennison Veru, as a Class III, Class III, Class I, Class II and Class II director, respectively, to fill the vacancies to be created by the pending resignations of the aforementioned existing Vical directors. Two of Vical’s directors, Mr. Samant and Gary Lyons, will continue to serve as directors of the Company following the Merger. In addition, the Company’s board of directors appointed designees of Brickell to each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Company, such appointments to be contingent and effective upon the Effective Time. The committee appointments of each Brickell designee were the same as those set forth under “Brickell’s Management— Committees of Our Board of Directors” beginning on page 169 of the Proxy Statement, which information is incorporated herein by reference. As described in the Proxy Statement, the Company expects to adopt anon-employee director compensation policy following the Effective Time.
Mr. Brown is subject to an employment agreement with Brickell that will continue following the Effective Time. Mr. Carruthers is subject to a consultancy agreement with Brickell that will continue following the Effective Time. For additional information regarding these agreements, please refer to “Brickell’s Executive Compensation—Employment and Consultancy Agreements” beginning on page 116 of the Proxy Statement.
Other than as set forth above, there is no arrangement or understanding between any of Mr. Brown, Mr. Carruthers, Andrew Sklawer, Deepak Chadha, Jose Breton or David McAvoy and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between any of Mr. Brown, Mr. Carruthers, Mr. Sklawer, Mr. Chadha, Mr. Breton or Mr. McAvoy and any of Vical’s directors or executive officers. There are no transactions to which Vical is a party and in which any of Mr. Brown, Mr. Carruthers, Mr. Sklawer, Mr. Chadha, Mr. Breton or Mr. McAvoy has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of RegulationS-K.
Information regarding the new directors and executive officers of Vical was previously disclosed in the Proxy Statement, under the heading “Brickell’s Management” beginning on page 165 of the Proxy Statement.
