Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Director
On January 18, 2020, CytoDyn Inc., a Delaware corporation (the "Company"),
announced the appointment of Alan P. Timmins to its board of directors (the
"Board"), effective immediately.
In connection with Mr. Timmins' appointment as a director, on January 18, 2020,
the Company granted Mr. Timmins a non-qualified stock option to purchase up to
36,986 shares of the Company's common stock, $0.001 par value per share (the
"Common Stock"), representing a pro rata portion of the annual option grant
received by each director. The option has an exercise price of $1.05 per share,
which was the closing sale price of the Company's Common Stock on the trading
day prior to the grant date, and a ten-year term. The option will vest on March
1, 2020 with respect to 11,986 shares of Common Stock and on June 1, 2020 with
respect to 25,000 shares of Common Stock.
No arrangement or understanding exists between Mr. Timmins and any other person
pursuant to which Mr. Timmins was appointed as a director. Mr. Timmins will be
compensated for his services consistent with the Company's compensation policies
for nonemployee directors. The Company's Board appointed Mr. Timmins to serve as
the Chair of the Audit Committee and a member of the Nominating and Corporate
Governance Committee.
Resignation of Director
On January 15, 2020, Michael A. Klump resigned as a member of the Board,
effective immediately. Mr. Klump's resignation is not related to any known
disagreement with the Company on any matters relating to its operations,
policies or practices.
Item 7.01. Regulation FD Disclosure
On January 21, 2020, the Company issued a press release relating to the
information set forth above, a copy of which is furnished as Exhibit 99.1 to
this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description
99.1 Press Release dated January 21, 2020.
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