Omeros Corp. Elects New Directors, Adjusts Executive Compensation

TL;DR

Omeros board shakeup: new directors Chan & Schiffman in, exec comp adjusted.

AI Summary

On June 6, 2024, Omeros Corp. announced changes in its board of directors and executive compensation. The company elected two new directors, Dr. Christina Chan and Mr. Gregory T. Schiffman, and appointed Dr. Chan as the Chair of the Compensation Committee. Additionally, the company entered into new employment agreements with certain executive officers, including President and CEO Dr. Anissa Brown, effective June 6, 2024.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive roles, coupled with compensation adjustments, can introduce uncertainty about future strategic direction and operational execution.

Key Players & Entities

• Omeros Corp. (company) — Registrant
• Dr. Christina Chan (person) — Newly elected director and Chair of the Compensation Committee
• Mr. Gregory T. Schiffman (person) — Newly elected director
• Dr. Anissa Brown (person) — President and CEO
• June 6, 2024 (date) — Effective date of board changes and new employment agreements

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value per share OMER The Nasdaq
• $5,000 — Jacobsen will receive a cash payment of $5,000 per month and will be eligible to recei
• $325,000 — e employees. Mr. Borges' base salary is $325,000 per annum. His target bonus for the 202

Filing Documents

• omer20240516_8k.htm (8-K) — 55KB
• 0001437749-24-020102.txt ( ) — 187KB
• omer-20240606.xsd (EX-101.SCH) — 3KB
• omer-20240606_def.xml (EX-101.DEF) — 11KB
• omer-20240606_lab.xml (EX-101.LAB) — 15KB
• omer-20240606_pre.xml (EX-101.PRE) — 11KB
• omer20240516_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement of Executive Officer On June 10, 2024, Michael A. Jacobsen informed the Board of Directors of Omeros Corporation ("Omeros" or the "Company") of his intention to retire from his positions as the Company's Vice President, Finance, Chief Accounting Officer and Treasurer, effective June 30, 2024. To facilitate an effective transition of his responsibilities and as part of a planned transition to retirement after 10 years with Omeros, Mr. Jacobsen will continue to serve as a part-time employee and senior finance advisor to the Company. In this role, Mr. Jacobsen will receive a cash payment of $5,000 per month and will be eligible to receive a ratable bonus based on his continued service to the Company. In addition, Mr. Jacobsen's outstanding stock options will continue to vest during his continued service to the Company. Appointment of Executive Officer On June 10, 2024, the Company's Board of Directors appointed David J. Borges as the Company's Vice President, Finance, Chief Accounting Officer and Treasurer, effective June 30, 2024 (the "Effective Date"), and designated him as the Company's principal financial officer and principal accounting officer as of the Effective Date. Mr. Borges, 60, joined Omeros in June 2020 as Senior Director, Financial Planning & Analysis and was promoted to Associate Vice President, Financial Planning &Analysis in April 2022. Prior to joining Omeros, Mr. Borges served as Vice President, Finance and Administration, at Bulletproof 360, Inc., a health and wellness company, where he directed and managed all aspects of corporate finance, accounting, information technology, human resources, facilities, and legal from October 2014 until October 2019. From May 2009 to June 2014, Mr. Borges served as Chief Financial Officer and Vice President of Advanced Refreshment LLC, a pr

07

Item 5.07 Submission of Matters to a Vote of Security Holders. Omeros held its 2024 Annual Meeting of Shareholders on June 6, 2024 (the "Annual Meeting"). Shareholders of record at the close of business on April 18, 2024 were entitled to vote 57,944,159 shares of common stock at the Annual Meeting. A total of 43,954,766 shares (75.86%) were represented at the Annual Meeting in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the final voting results for each matter. (1) The following individuals were elected to serve as directors by the vote set forth below. Thomas F. Bumol, Ph.D., Gregory A. Demopulos, M.D. and Leroy E. Hood, M.D., Ph.D were elected as Class III directors, each to serve until the 2027 Annual Meeting of Shareholders, or, in each case, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. For Against Abstain Broker Non-Votes Thomas F. Bumol, Ph.D. 20,956,471 2,232,496 106,567 20,659,232 Gregory A. Demopulos, M.D. 21,111,759 2,071,701 112,074 20,659,232 Leroy E. Hood, M.D., Ph.D. 18,924,100 4,263,548 107,886 20,659,232 (2) Shareholders approved an advisory resolution regarding the compensation of Omeros' named executive officers as reported in the proxy statement for the 2024 Annual Meeting of Shareholders by the vote set forth below. For Against Abstain Broker Non-Votes 15,849,545 6,977,695 468,294 20,659,232 (3) Shareholders ratified the appointment of Ernst & Young LLP as Omeros' independent registered public accounting firm for the fiscal year ending December 31, 2024 by the vote set forth below. For Against Abstain Broker Non-Votes 41,807,973 1,682,263 464,530 —

SIGNATURES

SIGNATURES 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 hereunto duly authorized. OMEROS CORPORATION Date: Jun e 12, 2023 By: /s/ Gregory A. Demopulos Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board of Directors

View Full Filing

View this 8-K filing on SEC EDGAR