Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 30, 2023, Mohannad AlBlehed notified the board of directors (the
"Board") of Babylon Holdings Limited (the "Company") of his resignation as a
director, effective immediately. Mr. AlBlehed's decision was not the result of
any dispute or disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
(d) On March 29, 2023, the Board appointed Eugene I. Davis to the Board,
effective as of March 30, 2023. The Board has determined that Mr. Davis is
independent under the standards of the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange.
Mr. Davis was nominated pursuant to the bridge loan notes facility agreement
(the "Bridge Facility Agreement"), dated March 9, 2023, among the Company, as
borrower, Babylon Healthcare Inc., Babylon Partners Ltd., and Babylon Inc., and
Babylon Group Holdings Limited, as guarantors, and Kroll Trustee Services
Limited, as trustee and security agent. The Bridge Facility Agreement gives
certain affiliates of, or funds managed and/or advised by, AlbaCore Capital LLP
(the "Majority Bridge Noteholders," as further defined in the Bridge Facility
Agreement) the right to nominate a non-executive, independent director for
appointment to the Board (the "Bridge Noteholder-selected Independent
Director"). If Mr. Davis, as the Bridge Noteholder-selected Independent
Director, resigns or is replaced for any reason whatsoever (including by way of
a shareholder vote), the Majority Bridge Noteholders may nominate, in
consultation with the Company, a replacement Bridge Noteholder-selected
Independent Director, and the Company has agreed to use all reasonable endeavors
to effect the appointment of such replacement Bridge Noteholder-selected
Independent Director within the time period specified in the Bridge Facility
Agreement. In addition, Mr. Davis is expected to be named to serve on the
Remuneration Committee and the Strategic Committee of the Board, in accordance
with the Bridge Facility Agreement. The director nomination rights and committee
service provisions referred to in this paragraph are described further in the
Bridge Facility Agreement, a copy of which is filed as Exhibit 4.8 to the
Company's Form 10-K filed with the SEC on March 16, 2023.
Mr. Davis will not be compensated in accordance with the Company's Outside
Director Compensation Policy, and will instead receive compensation for his
service as a non-employee director pursuant to an Independent Director Agreement
which he entered into with the Company, dated and effective as of March 30, 2023
(the "Director Agreement"). The Director Agreement provides that the Company
shall pay Mr. Davis a flat, fixed cash fee of $50,000 per month, for an initial
term of no less than six months from the effective date, and terminating after
the initial six months only upon Mr. Davis' death, disability, termination by
mutual agreement with the Company, removal from the Board, becoming legally
barred from serving as a director of the Company, or resignation upon no less
than two months' prior written notice. The Director Agreement also provides that
the Company shall reimburse Mr. Davis' reasonable out-of-pocket expenses in
connection with his service on the Board. The foregoing description of the
Director Agreement does not purport to be complete and is qualified in its
entirety by reference to the Director Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report and incorporated herein by reference.
Mr. Davis has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K, except for
the compensation set forth in the Director Agreement, which was approved by the
Audit Committee pursuant to the Company's Related Person Transactions Policy.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description
10.1 Independent Director Agreement, dated and effective as of March 30, 2023,
by and between Babylon Holdings Limited and Eugene I. Davis.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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