UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Director Appointments and Resignations
In connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Graybug Vision, Inc. (the “Company”) and CalciMedica, Inc., a Delaware corporation, and additional parties thereto, which is included as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2022, on February 5, 2023, the Board of Directors (the “Board”) of the Company together with the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”), unanimously approved the appointment of A. Rachel Leheny, Ph.D., Eric W. Roberts, Robert N. Wilson, Fred Middleton and Allan Shaw, aged 59, 59, 82, 73 and 58, respectively, to serve as members of the Board, contingent upon the Closing and effective as of the Effective Time, in each case as defined in the Merger Agreement.
In addition, the Board received letters from Christy Shaffer, Ph.D., Christina Ackermann, Julie Eastland and Dirk Sauer, Ph.D., resigning as directors of the Company and as members of the Committees of the Board, contingent upon the Closing and effective as of the Effective Time. Furthermore, Eric Bjerkholt, a current Class II member of the Board, submitted a letter to resign from the Board and was re-appointed as a Class I director, in each case, contingent upon the Closing and effective as of the Effective Time.
There are no disagreements between Dr. Shaffer, Ms. Ackermann, Ms. Eastland, Mr. Bjerkholt or Dr. Sauer, on the one hand, and the Company or the Board, on the other hand.
The directors were appointed to the Board, effective as of the Effective Time, according to the Company’s three staggered class Board system, with each class serving a three-year term. As of the Effective Time, the terms of the combined company’s Class I, Class II and Class III directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held in 2024, 2025, and 2023, respectively. The appointed directors are to be divided among the three classes as follows:
| Class |
Class Members | |
| Class I | Fred Middleton and Eric Bjerkholt | |
| Class II | A. Rachel Leheny, Ph.D., Eric W. Roberts and Frederic Guerard, Pharm.D. | |
| Class III |
Allan Shaw and Robert N. Wilson |
Robert N. Wilson will be the Chair of the Board.
By the same unanimous approval of the Board, and as of the Effective Time, the following individuals will serve on the Compensation Committee, the Governance Committee, and the Audit Committee of the Board (the “Audit Committee”) and were appointed in the following capacities:
| Name |
Age |
Committee Appointment | ||
| Eric Bjerkholt | 63 | Audit Committee (Chair) | ||
| Fred Middleton | 73 | Audit Committee and Compensation Committee | ||
| Allan Shaw | 58 | Audit Committee, Compensation Committee (Chair) and Governance Committee | ||
| Robert N. Wilson | 82 | Compensation Committee and Governance Committee (Chair) |
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit Number | Exhibit Description | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 9, 2023
| GRAYBUG VISION, INC. |
| By: /s/ Frederic Guerard |
| Frederic Guerard, Pharm.D. |
| Chief Executive Officer |