CytoDyn Inc 8-K, filed Oct 6, 2021
CytoDyn Inc. (CYDY)
About this 8-K
CytoDyn Inc filed this 8-K on October 6, 2021, reporting on events of September 30, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2021, CytoDyn Inc., a Delaware corporation (the “Company”), entered into an employment agreement with Antonio Migliarese (the “Employment Agreement”), under which he will continue to be employed as our Chief Financial Officer on an at-will basis. The Employment Agreement is effective as of May 18, 2021, the date of Mr. Migliarese’s promotion. The Employment Agreement includes the following terms regarding his compensation:
| • | an annual base salary in an amount approved by the Compensation Committee, currently $415,000; |
| • | Eligibility to participate in our short- and long-term incentive plans in which other executive officers may participate, with a target annual bonus equal to 50% of his base salary; and |
| • | other customary benefits for which he is qualified as an executive officer of the Company. |
Mr. Migliarese is also entitled to severance benefits under the Employment Agreement as follows:
| • | if Mr. Migliarese’s employment is terminated by the Company without cause in the absence of a change in control of the Company, cash severance in an amount equal to 12 months of his annual base salary when the termination occurs, payable in a lump sum equal to 3 months of his base salary on the 60th day following termination, with the remainder paid in installments corresponding to the Company’s regular payroll schedule; or |
| • | if the Company experiences a change in control during Mr. Migliarese’s employment and, during the 12 months following the change in control the Company terminates his employment without cause or he resigns for good reason, cash severance in an amount equal to 18 months of his annual base salary in effect when his termination occurs, in a lump sum payment. |
In addition, all equity awards previously granted to Mr. Migliarese under the Company’s Amended and Restated 2012 Equity Incentive Plan as of the date of the Employment Agreement will become vested in full upon termination of his employment under the circumstances described above unless the award agreement specifically provides otherwise.
The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission.
SIGNATURE
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 thereunto duly authorized.
| CYTODYN INC. | ||||||
| Date: October 6, 2021 | By | /s/ Antonio Migliarese | ||||
| Antonio Migliarese Chief Financial Officer | ||||||