Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) July 1, 2010
NOVAVAX,
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-26770
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22-2816046
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9920
Belward Campus Drive
Rockville,
Maryland
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20850
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(240)
268-2000
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(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant
under
any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July
1, 2010, the Board of Directors of Novavax, Inc. (the “Company”) appointed
Gregory Glenn, M.D. as its Senior Vice President and Chief Scientific
Officer. Dr. Glenn commenced employment immediately on July 1,
2010.
Dr.
Glenn, 56, was a founder of IOMAI Corporation (acquired by Intercell AG in 2008)
and had been the company’s Chief Scientific Officer since 1997. Dr.
Glenn has been an associate in international health at Johns Hopkins
University's School of Public Health since 2005 and was a clinical and basic
research scientist at Walter Reed Army Institute of Research from 1992 to
1997. He has
co-authored more than 150 research publications, scientific abstracts and
presentations, and successful grant applications, and holds multiple U.S.,
European and other international patents.
Pursuant
to an agreement between the Company and Dr. Glenn dated July 1, 2010 (the
“Employment Agreement”), Dr. Glenn will receive an annual base salary of
$350,000. Under the Company’s incentive bonus plan, Dr. Glenn is
eligible to receive a target performance bonus of 40% of his base salary, or any
other percentage deemed appropriate based upon Dr. Glenn’s and the Company’s
achievement of certain specified goals, as determined by the President and CEO
and the Board of Directors, or any committee thereof. The bonus may
be paid out partly in cash and partly in shares of restricted stock at the
discretion of the Board of Directors. Dr. Glenn also received a
one-time signing bonus of $75,000 which is to be paid within his first thirty
(30) days of employment. On Dr. Glenn’s start date, the Company will
grant him stock options to purchase 350,000 shares of the Company’s common stock
at an exercise price equal to the closing price of the Company’s common stock on
such date and 50,000 shares of restricted stock. Dr. Glenn is also
eligible for additional stock awards based upon performance, subject to the
approval of the President and CEO and the Board of Directors, to participate in
the Company’s benefits and insurance programs, including its Change of Control
Severance Benefit Plan, and to four weeks of paid vacation.
The
Employment Agreement also includes confidentiality, intellectual property
assignment, and non-competition provisions. Dr. Glenn agreed not to compete with
the Company for a period of twelve months following termination of his
employment. If Dr. Glenn is terminated without cause or if Dr. Glenn terminates
his employment for good reason, he is entitled to a lump sum payment equal to
twelve months of his then effective salary.
A copy of the Employment Agreement is
attached to this report as
Exhibit 10.1 and is incorporated herein by reference. The foregoing
summary of the agreement is qualified in its entirety by reference to that
agreement.
The Company issued a press release
announcing the appointment of Dr. Glenn as its Chief Scientific Officer on July
6, 2010. A copy of the release is furnished with this report as
Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibits
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10.1
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Employment Agreement between
Novavax, Inc. and Gregory Glenn dated July 1,
2010.
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99.1
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Press Release issued by Novavax,
Inc. dated July 6, 2010 announcing the appointment of Gregory Glenn as
Chief Scientific Officer.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized
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Novavax, Inc.
(Registrant)
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July 6,
2010
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By:
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/s/ John A. Herrmann
III |
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Name:
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John A. Herrmann
III |
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Title:
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Executive Director, Legal Affairs
and Corporate Secretary |