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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Myovant Sciences Ltd | NYSE:MYOV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 26.98 | 0 | 01:00:00 |
Filed by the Registrant ☒
|
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Filed by a Party other than the Registrant ☐
|
☐
|
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Preliminary Proxy Statement
|
☐
|
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
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Definitive Proxy Statement
|
☐
|
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Definitive Additional Materials
|
☐
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Soliciting Material Pursuant to § 240.14a-12
|
1.
|
To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi Nomura, Myrtle Potter, Kathleen
Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term.
|
2.
|
To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered
public accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2021, and to
authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021.
|
3.
|
To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement
accompanying this Notice.
|
Proposal No.
|
| |
Proposal
|
| |
Board Vote
Recommendation |
1
|
| |
To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi
Nomura, Myrtle Potter, Kathleen Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term
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For each Myovant
director nominee |
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| |
|
| |
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2
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To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP
as our independent registered public accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year
ending March 31, 2021, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021
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| |
For
|
|
| |
|
| |
|
3
|
| |
To approve, on an advisory basis, the compensation of our named executive officers, as described in
the Proxy Statement accompanying this Notice
|
| |
For
|
1.
|
To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi Nomura, Myrtle Potter, Kathleen
Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term;
|
2.
|
To ratify the selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public
accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, (the “Companies Act”) for our fiscal year ending March 31,
2021, and to authorize the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021; and
|
3.
|
To approve, on an advisory basis, the compensation of our named executive officers, as described in this Proxy Statement.
|
•
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To vote by attending and voting at the virtual Annual Meeting, access the meeting prior to the start time (online check-in will
begin at 4:45 p.m. United Kingdom local time and you should allow sufficient time for the check-in procedures) at www.virtualshareholdermeeting.com/MYOV2020, where shareholders may vote and submit questions before and during the Annual
Meeting (have your Notice or proxy card in hand when you visit the website).
|
•
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To vote using a proxy card, which you may request or we may elect to deliver to you, simply complete, sign and date the proxy card
and return it promptly in the envelope provided with the proxy card. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. If you vote over the Internet or telephone, you are not
required to mail a proxy card.
|
•
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will
be asked to provide the vote control number from the Notice. Have your Notice in hand when you call and follow the instructions. Your vote must be received by 11:59 p.m. Eastern Time on September 13, 2020, to be counted.
|
•
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To vote over the Internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the
vote control number from the Notice. Have your Notice in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Your vote must be received by 11:59 p.m.
Eastern Time on September 13, 2020, to be counted.
|
1.
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“For” Proposal 1, the election of all seven nominees for director; and
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2.
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“For” Proposal 2, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm
for our fiscal year ending March 31, 2021, the appointment of Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2021, and the authorization
for the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021; and
|
3.
|
“For” Proposal 3, an advisory vote approving the compensation of our named executive officers, as described in this Proxy
Statement.
|
1.
|
You may submit another properly completed proxy card with a later date.
|
2.
|
You may grant a subsequent proxy by telephone or over the Internet.
|
3.
|
You may send a timely written notice that you are revoking your proxy to Myovant Sciences Ltd., Attn: Corporate Secretary, at
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
|
4.
|
You may attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting by visiting
www.virtualshareholdermeeting.com/MYOV2020. Simply virtually attending the Annual Meeting will not, by itself, revoke your proxy.
|
Proposal
Number |
| |
Proposal Description
|
| |
Vote Required for
Approval |
| |
Effect of
Abstentions |
| |
Effect of
Broker Non- Votes |
1
|
| |
Election of the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo,
Hiroshi Nomura, Myrtle Potter, Kathleen Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term
|
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For each director to be elected, “For” votes from a majority of shares cast
|
| |
Against
|
| |
No effect
|
2
|
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Ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young
LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal
year ending March 31, 2021, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021
|
| |
“For” votes from a majority of shares cast
|
| |
Against
|
| |
No effect
|
3
|
| |
Approval, on an advisory basis, of the compensation of our named executive officers, as described
in this Proxy Statement
|
| |
“For” votes from “a majority of shares cast
|
| |
Against
|
| |
No effect
|
|
| |
|
| |
|
| |
|
| |
Committee Membership
|
||||||
Name
|
| |
Age
|
| |
Position
|
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Director Since
|
| |
Audit
|
| |
Compensation
|
| |
Nominating
and Corporate Governance |
Terrie Curran
|
| |
51
|
| |
Director
|
| |
2016
|
| |
✓
|
| |
✓
|
| |
✓*
|
Mark Guinan
|
| |
58
|
| |
Director
|
| |
2018
|
| |
✓*
|
| |
|
| |
|
Adele Gulfo
|
| |
57
|
| |
Director
|
| |
2019
|
| |
|
| |
|
| |
✓
|
Hiroshi Nomura
|
| |
62
|
| |
Director
|
| |
2019
|
| |
|
| |
✓
|
| |
|
Myrtle Potter
|
| |
61
|
| |
Chairman of the Board, Director
|
| |
2018
|
| |
|
| |
|
| |
✓
|
Kathleen Sebelius
|
| |
72
|
| |
Lead Independent Director
|
| |
2016
|
| |
✓
|
| |
✓*
|
| |
|
Lynn Seely, M.D.
|
| |
61
|
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Director and Principal Executive Officer
|
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2016
|
| |
|
| |
|
| |
|
*
|
Chairperson of the Committee
|
•
|
On December 27, 2019, Vivek Ramaswamy and Frank Torti, who served as members of the Board, resigned from the Board and were
replaced by Adele Gulfo and Hiroshi Nomura.
|
•
|
On January 23, 2020, Mark Guinan and Kathleen Sebelius, who had been serving as members of the Nominating and Corporate Governance
Committee, were replaced on the Nominating and Corporate Governance Committee by Adele Gulfo and Myrtle Potter.
|
•
|
On January 23, 2020, Mark Guinan who had been serving as a member of the Compensation Committee, was replaced on the Compensation
Committee by Hiroshi Nomura.
|
•
|
recommending and retaining an independent registered public accounting firm to serve as our independent auditors, overseeing our
independent auditors’ work, and determining our independent auditors’ remuneration;
|
•
|
evaluating the performance of and assessing the qualifications of our independent auditors;
|
•
|
approving in advance all audit services and non-audit services to be provided to us by our independent auditors;
|
•
|
monitoring the rotation of partners of the independent auditors on our audit engagement team as required by law;
|
•
|
pursuant to the Bye-laws and the Investor Rights Agreement, as long as this agreement is effective, identifying, reviewing,
evaluating and recommending candidates (including for appointment, re-election and vacancy filing) who are Independent Directors (as such term is defined in the Investor Rights Agreement and Bye-laws and described below) to serve on the
Board and serve on the Audit Committee, consistent with criteria approved by the Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements;
|
•
|
assessing and taking other appropriate action to oversee the independence of our independent auditors;
|
•
|
reviewing the financial statements proposed to be included in our Annual Report on Form 10-K to be filed with the SEC and
recommending to the Board whether such financial statements should be so included;
|
•
|
reviewing and discussing with management and our independent auditors the results of the annual audit and the independent
auditor’s review of our quarterly financial statements, including, as appropriate, a review of our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports filed
with the SEC;
|
•
|
reviewing and discussing with management and our independent auditors, as appropriate, our guidelines and policies with respect to
risk assessment and management, including risks related to our accounting matters, financial reporting and legal and regulatory compliance, and reviewing and discussing with management, as appropriate, insurance programs;
|
•
|
conferring with management and our independent auditors, as appropriate, regarding the scope, adequacy and effectiveness of our
internal control over financial reporting;
|
•
|
assisting the Board in the oversight and the design and implementation of our internal audit function and, upon adoption of our
internal audit function, coordinating the Board’s oversight of the performance of our internal audit function;
|
•
|
reviewing and approving or rejecting transactions between us and any related persons;
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal
accounting controls, auditing or compliance matters and the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and
|
•
|
reviewing and approving other matters that are set forth in our Investor Rights Agreement with Sumitomo Dainippon Pharma and
Sumitovant and our Bye-laws.
|
*
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
•
|
reviewing, modifying and approving our overall compensation strategy and policies, including: (a) reviewing and approving
corporate goals and objectives relevant to the compensation of our
|
•
|
establishing and approving individual and corporate goals and objectives of our Principal Executive Officer and our other
executive officers and senior management and evaluating performance of our Principal Executive Officer and our other executive officers and senior management, as appropriate, in light of these stated objectives;
|
•
|
reviewing and approving the type and amount of compensation to be paid or awarded to Board members; and
|
•
|
adopting, amending, administering, and terminating our equity compensation plans, pension and profit sharing plans, bonus plans,
deferred compensation plans and similar programs.
|
•
|
reviewed and updated the compensation peer group of comparable public companies for purposes of evaluating the compensation levels
of our executive officers and non-employee directors;
|
•
|
analyzed the compensation levels and practices of the companies in our compensation peer group;
|
•
|
reviewed the competitiveness of compensation paid to our executive officers, including base salary, annual cash incentive awards
and long-term incentive awards;
|
•
|
reviewed and provided input on the design of the annual and long-term incentive compensation programs offered to our executive
officers and other members of senior management;
|
•
|
analyzed the board of director compensation practices of the companies in our compensation peer group and reviewed the
competitiveness of compensation paid to our non-employee directors; and
|
•
|
provided ad hoc advice and support, including related to the severance and change of control provisions in our employment
agreements, aggregate equity utilization (burn rate and overhang), compensation risk assessment, and broad-based employee cash and equity compensation.
|
•
|
identifying, reviewing and evaluating candidates to serve as directors (other than Independent Directors (as such term is defined
in the Investor Rights Agreement and Bye-laws) who are also members of the Audit Committee or directors being nominated to the Board to serve as Independent Directors on the Audit Committee), consistent with criteria approved by the
Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements;
|
•
|
reviewing, evaluating and considering the recommendation for nomination of incumbent directors for re-election to the Board (other
than Independent Directors who are also members of the Audit Committee or directors being nominated to the Board to serve as Independent Directors on the Audit Committee who shall be first nominated by the Audit Committee), as well as
monitoring the size of the Board;
|
•
|
reviewing, discussing and assessing the performance of the Board, including Board committees, such assessment to include
evaluation of the Board’s contribution as a whole and effectiveness in serving the best interests of Myovant and its shareholders, specific areas in which the Board and/or management believe contributions could be improved, overall Board
composition and makeup, including the reelection of current Board members, and the independence of directors;
|
•
|
overseeing the Board’s committee structure and operations, evaluating the performance of the members of the committees of the
Board, reviewing the composition of such committees, and recommending to the Board the membership of each such committee;
|
•
|
reviewing, discussing and assessing our corporate governance principles;
|
•
|
reviewing our policy statements to determine adherence to our Code of Business Conduct and Ethics;
|
•
|
reviewing, discussing and assessing our quality and healthcare compliance programs, activities and controls;
|
•
|
overseeing and reviewing the processes and procedures we use to provide accurate, relevant and appropriately detailed information
to the Board and its committees on a timely basis; and
|
•
|
reviewing plans for management succession.
|
Fee Category
|
| |
Fiscal Year Ended
March 31, 2020 |
| |
Fiscal Year Ended
March 31, 2019 |
Audit Fees(1)
|
| |
$1,737,249
|
| |
$1,148,470
|
Audit-Related Fees
|
| |
—
|
| |
—
|
Tax Fees(2)
|
| |
20,600
|
| |
—
|
All Other Fees(3)
|
| |
1,285
|
| |
1,995
|
Total Fees
|
| |
$1,759,134
|
| |
$1,150,465
|
(1)
|
Includes fees for the audit of our annual consolidated financial statements included in our Annual Report on Form 10-K for the
applicable fiscal year, review of the unaudited consolidated financial statements included in our Quarterly Reports on Form 10-Q, and for services provided by Ernst & Young LLP in connection with statutory and regulatory filings or
engagements, including review of certain equity awards, consents and comfort letters associated with registration statements on Form S-3 and Form S-8, and applicable amendments thereto, services relating to our financing matters, and
statutory audits of certain of our subsidiaries. All services described above were pre-approved by the Audit Committee.
|
(2)
|
Includes fees for professional services related to tax compliance and reporting.
|
(3)
|
Represents subscription fees for an online search engine.
|
•
|
In May 2019, we announced that LIBERTY 1, the first of two replicate Phase 3 studies evaluating once-daily relugolix combination
therapy in women with heavy menstrual bleeding associated with uterine fibroids, met its primary efficacy endpoint and six key secondary endpoints.
|
•
|
In June 2019, we completed an underwritten public equity offering of 17,424,243 of our common shares for net proceeds of
approximately $134.5 million.
|
•
|
In July 2019, we announced that LIBERTY 2, the second of two replicate Phase 3 studies evaluating once-daily relugolix combination
therapy in women with heavy menstrual bleeding associated with uterine fibroids, met its primary efficacy endpoint and six key secondary endpoints.
|
•
|
In July 2019, we announced that a separate clinical study of our relugolix combination tablet met all required and pre-specified
criteria for bioequivalence to the two tablets (relugolix 40 mg plus estradiol 1.0 mg and norethindrone acetate 0.5 mg) used in our Phase 3 uterine fibroid and endometriosis clinical studies, providing data necessary to include the
once-daily dosing regimen of relugolix combination tablet in our New Drug Application and Marketing Authorisation Application submissions for the treatment of heavy menstrual bleeding associated with uterine fibroids and endometriosis.
|
•
|
In August and October 2019, we completed patient recruitment for the Phase 3 SPIRIT 2 and SPIRIT 1 studies, respectively,
evaluating the safety and efficacy of relugolix combination therapy in women with pain associated with endometriosis.
|
•
|
In October 2019, we co-founded Female Forward Together, a Cross-Sector Coalition to Advance Research, Education, and Action for
Women’s Health.
|
•
|
In November 2019, we announced a 97% response rate in the positive Phase 3 HERO study of once-daily, oral relugolix in men with
advanced prostate cancer.
|
•
|
In December 2019, (a) we entered into an Investor Rights Agreement with Sumitomo Dainippon Pharma and Sumitovant that provides
certain protections for our minority shareholders for so long as Sumitomo Dainippon Pharma or certain of its affiliates beneficially own more than 50% of our common shares, and (b) we entered into a loan agreement with Sumitomo Dainippon
Pharma under which Sumitomo Dainippon Pharma agreed to make revolving loans to us in an aggregate principal amount of up to $400 million.
|
•
|
In February 2020, we announced positive safety and efficacy data from the Phase 3 LIBERTY long-term extension study of relugolix
combination therapy in women with heavy menstrual bleeding associated with uterine fibroids with an 87.7% response rate and, on average, an 89.9% reduction in menstrual blood loss from baseline, while demonstrating maintenance of bone
mineral density through one year consistent with LIBERTY 1 and 2.
|
•
|
In March 2020, we announced the submission of a Marketing Authorisation Application to the European Medicines Agency for relugolix
combination tablet for the treatment of women with moderate to severe symptoms associated with uterine fibroids.
|
•
|
In March 2020, we entered into an exclusive license agreement with Gedeon Richter Plc. for the commercialization of relugolix
combination tablet for uterine fibroids and endometriosis in certain territories outside of the U.S.
|
Name(1)
|
| |
Age
|
| |
Position
|
Lynn Seely, M.D.
|
| |
61
|
| |
Principal Executive Officer and Director; Chief Executive Officer of Myovant Sciences, Inc.
|
Frank Karbe
|
| |
52
|
| |
Principal Financial and Accounting Officer; President and Chief Financial Officer of Myovant
Sciences, Inc.
|
Matthew Lang
|
| |
44
|
| |
General Counsel and Corporate Secretary; Chief Legal and Administrative Officer and Corporate
Secretary of Myovant Sciences, Inc.
|
Juan Camilo Arjona Ferreira, M.D.
|
| |
50
|
| |
Chief Medical Officer of Myovant Sciences, Inc.
|
(1)
|
Each of our executive officers is an employee of Myovant Sciences, Inc., our wholly-owned subsidiary. Such employee provides
services to us pursuant to an intercompany services agreement between us and Myovant Sciences, Inc.
|
•
|
all of those known by us to be beneficial owners of more than five percent of our common shares;
|
•
|
our named executive officers for our fiscal year ended on March 31, 2020;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
Percent of
Shares Beneficially Owned |
5% Shareholders:
|
| |
|
| |
|
Sumitomo Chemical Co., Ltd.(1)
|
| |
48,641,181
|
| |
54.1%
|
Janus Henderson Group plc(2)
|
| |
4,719,627
|
| |
5.2
|
BB Biotech AG(3)
|
| |
4,815,109
|
| |
5.4
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Lynn Seely, M.D.(4)
|
| |
2,235,423
|
| |
2.5
|
Frank Karbe(5)
|
| |
567,586
|
| |
*
|
Matthew Lang(6)
|
| |
401,553
|
| |
*
|
Terrie Curran(7)
|
| |
90,000
|
| |
*
|
Mark Guinan(7)
|
| |
30,000
|
| |
*
|
Adele Gulfo
|
| |
—
|
| |
—
|
Hiroshi Nomura
|
| |
—
|
| |
—
|
Myrtle Potter(7)
|
| |
26,253
|
| |
*
|
Kathleen Sebelius(8)
|
| |
95,000
|
| |
*
|
All executive officers and directors as a group (10 persons)(9)
|
| |
3,544,236
|
| |
3.9%
|
*
|
Represents beneficial ownership of less than one percent.
|
(1)
|
As reported in a Form 4 filed with the SEC on May 21, 2020. Represents shares held by Sumitovant Biopharma Ltd. (formerly known as
Vant Alliance Ltd.) (“Sumitovant”). Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo Dainippon Pharma”), which is a majority-owned subsidiary of Sumitomo Chemical Co., Ltd. (“Sumitomo Chemical”).
The principal business address of Sumitomo Chemical is 27-1, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8260 Japan. The principal business address of Sumitomo Dainippon Pharma is 6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045 Japan. The
principal address of Sumitovant is 11-12 St. James’s Square, Suite 1, 3rd Floor, London SW1Y 4LB United Kingdom.
|
(2)
|
As reported in a Schedule 13G filed with the SEC on February 14, 2020, Janus Henderson Group plc (“Janus Henderson”) has shared
voting power and shared dispositive power with respect to these shares. Janus Henderson has an indirect 97% ownership stake in Intech Investment Management LLC (“Intech”) and a 100% ownership stake in Janus Capital Management LLC (“JCM”),
Perkins Investment Management LLC (“Perkins”), Geneva Capital Management LLC (“Geneva”), Henderson Global Investors Limited (“HGIL”) and Janus Henderson Investors Australia Institutional Funds Management Limited (“JHIAIFML”), (each an
“Asset Manager” and collectively as the “Asset Managers”). Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or
institutional clients (collectively referred to herein as “Managed Portfolios)). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JCM may be
|
(3)
|
As reported in a Schedule 13G/A filed with the SEC on February 14, 2020, BB Biotech AG (“BB Biotech”), and Biotech Target N.V.
(“Biotech Target”), a wholly-owned subsidiary of BB Biotech, have shared voting power and shared dispositive power over all of these common shares. The principal business office of BB Biotech is Schwertstrasse 6, CH-8200 Schaffhausen,
Switzerland. The principal business office of Biotech Target is Ara Hill Top Building, Unit A-5, Pletterijweg Oost 1, Curaçao.
|
(4)
|
Consists of (i) 282,054 common shares and 564,111 unvested common shares held by Dr. Seely, (ii) 423,084 common shares held by
Lynn Seely Ditzler and Timothy M Ditzler TTEE The 2019 Seely Grantor Retained Annuity Trust III, (iii) 423,084 common shares held by Lynn Seely Ditzler and Timothy M Ditzler TTEE The 2019 Seely Grantor Retained Annuity Trust IV, and (iv)
543,090 common shares issuable upon exercise of an option exercisable within 60 days after June 5, 2020.
|
(5)
|
Consists of (i) 43,324 common shares; and (ii) 524,262 common shares issuable upon exercise of an option exercisable within 60 days
after June 5, 2020.
|
(6)
|
Consists of (i) 34,597 common shares; and (ii) 366,956 common shares issuable upon exercise of an option exercisable within 60 days
after June 5, 2020.
|
(7)
|
Consists solely of common shares issuable upon exercise of an option exercisable within 60 days after June 5, 2020.
|
(8)
|
Consists of (i) 5,000 common shares; and (ii) 90,000 common shares issuable upon exercise of an option exercisable within 60 days
after June 5, 2020.
|
(9)
|
Consists of shares beneficially owned by executive officers and directors, as reflected in the table and footnotes 4 through 8
above, and by our other executive officer who is not a named executive officer, including an aggregate of 1,761,742 common shares issuable upon exercise of options exercisable within 60 days after June 5, 2020.
|
Name
|
| |
Fees Earned
or Paid in Cash ($)(1) |
| |
Option
Awards ($)(2)(3)(4) |
| |
Total
($) |
Terrie Curran
|
| |
$67,250
|
| |
$267,581
|
| |
$334,831
|
Mark Guinan
|
| |
69,962
|
| |
267,581
|
| |
337,543
|
Adele Gulfo
|
| |
10,948
|
| |
321,714
|
| |
332,662
|
Myrtle Potter
|
| |
75,948
|
| |
267,581
|
| |
343,529
|
Kathleen Sebelius
|
| |
83,566
|
| |
267,581
|
| |
351,147
|
Frank Torti, M.D.(5)
|
| |
29,457
|
| |
267,581
|
| |
297,038
|
(1)
|
This column includes the annual fees paid to all non-executive directors for their service on the Board as well as for their
committee membership and chairperson positions. See “Information Regarding the Board of Directors and Corporate Governance — Information Regarding Committees of the Board of Directors” above for more information regarding committee
membership.
|
(2)
|
Amounts reflect the full grant-date fair value of options granted to the respective director during the fiscal year, as computed in
accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) No. 718. Generally, the grant date fair value is the amount that we would expense in our consolidated financial statements
over the award’s vesting schedule. We provide information regarding the assumptions used to calculate the fair value of awards in Notes 2(N) and Note 10(C) of the notes to our consolidated financial statements in our Form 10-K for our
fiscal year ended on March 31, 2020, filed with the SEC on May 18, 2020. Our directors will only realize compensation with respect to options to the extent the market price of our common shares is greater than the exercise price per share
of such options on the date of exercise.
|
(3)
|
Each of Ms. Curran, Mr. Guinan, Ms. Potter, Ms. Sebelius and Mr. Torti was granted an option to purchase 58,608 common shares at an
exercise price of $7.65 per common share on August 23, 2019, which vests on the earlier to occur of (x) the first anniversary of the date of grant and (y) the date immediately prior to the date of the annual general meeting of
shareholders for the year following the year in which the grant is made, subject in each case to continuous service through the vesting date. The option granted to Dr. Torti on August 23, 2019 was subsequently cancelled following his
resignation from the Board. Ms. Gulfo was granted an option to purchase 45,000 common shares at an exercise price of $11.17 per common share on February 24, 2020, which vests as to 1/3 of the shares on the first anniversary of the grant
date, with the balance of the shares vesting in eight equal quarterly instalments thereafter, subject to her continued service through the vesting date.
|
(4)
|
Options to purchase the following number of common shares were outstanding on March 31, 2020, by each of the non-executive
directors: Ms. Curran, 148,608; Mr. Guinan, 103,608; Ms. Gulfo, 45,000; Ms. Potter, 103,608; and Ms. Sebelius, 148,608. Each of Dr. Torti and Mr. Nomura did not hold any equity awards on March 31, 2020.
|
(5)
|
Dr. Torti resigned from the Board on December 27, 2019.
|
Retainer/Fee Category
|
| |
Fiscal Year Ended
March 31, 2020 ($) |
| |
Fiscal Year Ending
March 31, 2021 ($) |
Annual Retainer
|
| |
$40,000
|
| |
$40,000
|
Additional Annual Retainer for Non-Executive Chairman
|
| |
35,000
|
| |
35,000
|
Additional Annual Retainer for Lead Independent Director
|
| |
15,000
|
| |
15,000
|
Additional Annual Retainer for Committee Chairs:
|
| |
|
| |
|
Audit Committee
|
| |
20,000
|
| |
20,000
|
Compensation Committee
|
| |
14,500
|
| |
15,000
|
Nominating and Corporate Governance Committee
|
| |
10,000
|
| |
10,000
|
Additional Annual Retainer for Committee Members:
|
| |
|
| |
|
Audit Committee
|
| |
10,000
|
| |
10,000
|
Compensation Committee
|
| |
7,250
|
| |
7,500
|
Nominating and Corporate Governance Committee
|
| |
5,000
|
| |
5,000
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
Lynn Seely, M.D.
Principal Executive Officer |
| |
2019
|
| |
$601,000
|
| |
$—
|
| |
$5,188,188
|
| |
$433,000
|
| |
$ 479
|
| |
$6,222,667
|
|
2018
|
| |
557,000
|
| |
—
|
| |
3,607,897
|
| |
267,360
|
| |
2,045
|
| |
4,434,302
|
||
Frank Karbe
Principal Financial and Accounting Officer |
| |
2019
|
| |
436,000
|
| |
285,394
|
| |
3,068,716
|
| |
229,000
|
| |
2,180
|
| |
4,021,290
|
|
2018
|
| |
410,000
|
| |
—
|
| |
1,665,485
|
| |
164,000
|
| |
332
|
| |
2,239,817
|
||
Matthew Lang
General Counsel and Corporate Secretary |
| |
2019
|
| |
430,000
|
| |
278,080
|
| |
3,560,864
|
| |
232,000
|
| |
2,054
|
| |
4,502,998
|
|
2018
|
| |
400,000
|
| |
—
|
| |
1,264,107
|
| |
167,000
|
| |
153
|
| |
1,831,260
|
(1)
|
Amounts reflect the grant-date fair value of RSUs granted during the respective fiscal year computed in accordance with FASB ASC
No. 718, rather than the amounts paid to or realized by our NEOs. We provide information regarding the assumptions used to calculate the fair value of awards in Note 2(N) of the notes to our consolidated financial statements included in
our Form 10-K for our fiscal year ended on March 31, 2020, filed with the SEC on May 18, 2020. The amount reported for Mr. Karbe and Mr. Lang in our 2019 fiscal year represents the probable outcome of the performance-based and time-based
RSUs (“PRSUs”) awarded to them at the grant date. The maximum potential value of the PRSUs granted to Mr. Karbe and Mr. Lang was $428,095 and $417,125, respectively, assuming we achieved the maximum goal for each performance criteria. Dr.
Seely did not receive any PRSUs.
|
(2)
|
Amounts reflect the grant-date fair value of options granted during the respective fiscal year computed in accordance with FASB ASC
No. 718, rather than the amounts paid to or realized by our NEOs. We provide information regarding the assumptions used to calculate the fair value of awards in Notes 2(N) and 10(C) of the notes to our consolidated financial statements
included in our Form 10-K for our fiscal year ended on March 31, 2020, filed with the SEC on May 18, 2020. Our NEOs will only realize compensation with respect to options to the extent the market price of our common shares is greater than
the exercise price of such options on the date of exercise. The amounts reported for Mr. Karbe and Mr. Lang for our fiscal year 2019 also includes the incremental fair value of the repricing of certain options.
|
(3)
|
The amounts represent performance-based cash incentive bonuses that were earned by our NEOs in the respective fiscal years. For
Mr. Lang for fiscal 2019, $143,137 of this amount became payable as a result a change of control in Myovant in connection with the Roivant-Sumitomo Closing. The remainder of this performance-based cash bonus in the amount of $88,863 was
paid in April 2020 on the regular payment schedule.
|
Acceleron Pharma
|
| |
ImmunoGen
|
| |
Revance Therapeutics
|
Aimmune Therapeutics
|
| |
Intra-Cellular Therapies
|
| |
Sangamo Therapeutics
|
Alder BioPharmaceuticals
|
| |
Intrexon
|
| |
Spark Therapeutics
|
Arena Pharmaceuticals
|
| |
MacroGenics
|
| |
The Medicines Co.
|
Audentes Therapeutics
|
| |
Mirati Therapeutics
|
| |
Xencor
|
Esperion Therapeutics
|
| |
Mometa Pharmaceuticals
|
| |
Zogenix
|
Global Blood Therapeutics
|
| |
Portola Pharmaceuticals
|
| |
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units That Have Not Vested (#) |
| |
Market Value
of Shares That Have Not Vested ($) |
| |
Equity incentive
plan awards: number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
incentive Plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
Lynn Seely, M.D.
|
| |
275,000
|
| |
125,000(1)
|
| |
$12.68
|
| |
05/14/2027
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
108,700
|
| |
139,750(2)
|
| |
21.87
|
| |
04/15/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
—
|
| |
330,660(3)
|
| |
24.44
|
| |
04/04/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
70,512(4)
|
| |
532,366(5)
|
| |
—
|
| |
—
|
||
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
564,111(6)
|
| |
4,259,038(5)
|
||
Frank Karbe
|
| |
225,644
|
| |
—
|
| |
5.11
|
| |
09/20/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
87,500
|
| |
112,500(1)
|
| |
7.78(7)
|
| |
05/14/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
78,848
|
| |
35,842(2)
|
| |
7.78(8)
|
| |
04/15/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
132,270
|
| |
—
|
| |
7.78(9)
|
| |
04/04/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Matthew Lang
|
| |
155,000
|
| |
155,000(1)
|
| |
7.78(10)
|
| |
07/16/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
59,846
|
| |
27,204(2)
|
| |
7.78(8)
|
| |
04/15/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
152,110
|
| |
—
|
| |
7.78(9)
|
| |
04/04/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
One quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares
subject to the option have vested and will continue to vest in 12 equal quarterly installments thereafter for Dr. Seely, provided Dr. Seely has provided continuous service to us through each such date. For Mr. Karbe and Mr. Lang, one
quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares subject to the option have vested and were scheduled to continue to vest in 12 equal quarterly installments
thereafter, provided that each of Mr. Karbe and Mr. Lang provide continuous services to us through each such date. The vesting of these options granted to Mr. Karbe and Mr. Lang accelerated in full upon the change of control in Myovant in
connection with the Roivant-Sumitomo Closing in December, 2019. Amounts for Mr. Karbe and Mr. Lang represent vested options that cannot be exercised for 12 months commencing on August 26, 2019, subject to certain exceptions provided by
their applicable option agreements. The grant dates for these options were as follows: Dr. Seely and Mr. Karbe, May 15, 2017; and Mr. Lang, July 17, 2017.
|
(2)
|
One quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares
subject to the option have vested and will continue to vest in 12 equal quarterly installments thereafter for Dr. Seely, provided Dr. Seely has provided continuous service to us through each such date. For Mr. Karbe and Mr. Lang, one
quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares subject to the option have vested and were scheduled to continue to vest in 12 equal quarterly installments
thereafter, provided that each of Mr. Karbe and Mr. Lang provide continuous services to us through each such date. The vesting of these options granted to Mr. Karbe and Mr. Lang accelerated in full upon the change of control in Myovant in
connection with the Roivant-Sumitomo Closing in December, 2019. Amounts for Mr. Karbe and Mr. Lang represent vested options that cannot be exercised for 12 months commencing on August 26, 2019, subject to certain exceptions provided by
their applicable option agreements. The grant date for these options was April 16, 2018.
|
(3)
|
One quarter of the shares subject to the option vests on the first anniversary date of the grant date, and the remaining shares
subject to the option will vest in 12 equal quarterly installments thereafter, provided that Dr. Seely has provided continuous service to us through each such date. The grant date for this option was April 5, 2019.
|
(4)
|
One quarter of the shares subject to this restricted stock award vested on the first anniversary date of the grant date, and the
remaining shares subject to this restricted stock awards have vested in equal quarterly installments thereafter. This number of shares in the table represents the last quarterly installment subject to this restricted stock award that was
unvested as of March 31, 2020. The grant date for this restricted stock award was June 16, 2016.
|
(5)
|
The market value of restricted common shares that have not vested is calculated based on the fair market value of $7.55 per share,
which is the closing price of our common shares on March 31, 2020, the last trading day of our fiscal year ended on March 31, 2020.
|
(6)
|
These restricted shares will vest based on our stock price (based on a continuous five-day volume-weighted average price), as
follows: 1/3 of the shares will vest if our stock price exceeds $30.00 per share, an additional 1/3 of the shares will vest if our stock price exceeds $60.00 per share, and the final 1/3 of the shares will vest if our stock price exceeds
$90.00 per share, provided Dr. Seely has provided continuous service through the time each vesting milestone is achieved.
|
(7)
|
The shares subject to this option were originally issued with an exercise price of $12.68 and were repriced on August 26, 2019.
|
(8)
|
The shares subject to this option were originally issued with an exercise price of $21.87 and were repriced on August 26, 2019.
|
(9)
|
The shares subject to this option were originally issued with an exercise price of $24.44 and were repriced on August 26, 2019.
|
(10)
|
The shares subject to this option were originally issued with an exercise price of $11.30 and were repriced on August 26, 2019.
|
(1)
|
If we terminate our NEO’s employment without cause (other than due to our NEO’s death or disability) or our NEO resigns for good
reason, each a Qualifying Termination, we shall pay him or her any earned but unpaid base salary accrued through the date of termination, at the rate then in effect. In addition, if our NEO executes a nonrevocable waiver and release of
claims in our form and allows it to become effective in accordance with its terms, then (i) we shall pay our NEO a cash payment equal to the sum of his or her annual base salary and target annual performance bonus amount, (ii) we shall
reimburse our NEO for continued medical coverage (inclusive of premiums for our NEO’s eligible dependents) for up to 12 months if he or she timely elects such continued coverage; and (iii) 25% (in the case of Mr. Karbe and Mr. Lang,) or
50% (in the case of Dr. Seely) of his or her then-unvested and outstanding equity awards shall vest.
|
(2)
|
If we terminate our NEO’s employment for cause, or our NEO resigns without good reason, or due to our NEO’s death of disability,
we shall pay our NEO (or his or her estate) any earned but unpaid base salary accrued through the date of such resignation or termination, at the rate then in effect, and in the case of Mr. Lang, any annual bonus that is due in respect of
the prior fiscal year but is unpaid as of the date of such resignation or termination (other than upon a termination by Myovant for cause). In addition, in the event of a termination of employment due to our NEO’s death or disability, we
shall pay our NEO (or his or her estate) an amount equal to our NEO’s target annual performance bonus amount for the fiscal year in which such termination occurs prorated to the date of such termination.
|
(3)
|
If an NEO’s Qualifying Termination occurs within 3 months before, upon or within 18 months after a change of control of Myovant,
then in lieu of the amounts we would have paid in (1) above, (i) we shall pay our NEO a cash payment equal to the 1.5 times the sum of his or her annual base salary and target annual performance bonus; (ii) we shall reimburse our NEO for
continued medical coverage (inclusive of premiums for our NEO’s eligible dependents) for up to 18 months if he or she timely elects such continued coverage; (iii) 100% (in the case of Dr. Seely) of her then-unvested and outstanding equity
awards shall vest; and (iv) in the case of Dr. Seely, if such Qualifying Termination occurs within three months before a change of control of Myovant and our NEO is entitled to accelerated vesting of any equity award pursuant to her
employment agreement, then the post-termination exercise period of any equity award that is an option shall be extended to the earlier of (i) three months after the change of control of Myovant or (ii) the expiration of the original term
of such option. In addition, in the case of Mr. Karbe and Mr. Lang, if the change of control of Myovant occurs during his employment or within three months after the termination of his employment (other than termination by Myovant for
cause or due to our NEO’s death or disability), 100% of his then-unvested and outstanding equity awards shall vest and the post-termination exercise period of any equity award that is an option shall be extended to the earlier of
(i) three months after the change of control of Myovant or (ii) the expiration of the original term of such option.
|
(4)
|
In the case of Mr. Lang, following a change of control of Myovant, he is entitled to receive a prorated bonus (based on the higher
of target or actual achievement of pro rata performance targets for the number of days that have elapsed in such fiscal year as of the change of control) and with the bonus amount to be the prorated portion of a full annual bonus based on
the number of days that have elapsed in such fiscal year as of the change of control.
|
Plan Category
|
| |
Common
Shares to be issued upon exercise of outstanding options and rights (a)(#)(1) |
| |
Weighted-
average exercise price of outstanding options and rights (b)($)(2) |
| |
Common Shares
available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)(#) |
Equity compensation plans approved by shareholders
|
| |
8,668,861
|
| |
$8.24
|
| |
1,465,204
|
Equity compensation plans not approved by shareholders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
8,668,861
|
| |
$8.24
|
| |
1,465,204
|
(1)
|
This number represents the number of securities to be issuable upon exercise of 7,723,302 outstanding options and upon vesting of
645,689 outstanding RSUs and 299,870 outstanding PRSUs. Pursuant to the terms of our 2016 Equity Incentive Plan, an additional 3,593,359 common shares were added to the number of available common shares effective April 1, 2020.
|
(2)
|
The weighted-average exercise price represents the weighted average exercise price of outstanding options, PRSUs and RSUs. The
PRSUs and RSUs have an exercise price of $0. The weighted-average exercise price excluding the outstanding PRSUs and RSUs is $9.25.
|
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