Milestone Pharmaceuticals Reports Director/Officer Changes & Shareholder Votes
Ticker: MIST · Form: 8-K · Filed: Sep 4, 2024 · CIK: 1408443
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes, shareholder-vote
TL;DR
Milestone Pharma's leadership shuffle is official, with director changes and votes on the table.
AI Summary
Milestone Pharmaceuticals Inc. filed an 8-K on September 4, 2024, reporting on events that occurred on August 28, 2024. The filing includes information regarding the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also covers the submission of matters to a vote of security holders and Regulation FD disclosures, along with financial statements and exhibits.
Why It Matters
This filing provides crucial updates on the company's leadership and governance, which can impact strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — Changes in directors and officers, along with votes by security holders, can indicate internal shifts or strategic decisions that may carry inherent risks.
Key Players & Entities
- Milestone Pharmaceuticals Inc. (company) — Registrant
- August 28, 2024 (date) — Earliest event reported
- September 4, 2024 (date) — Filing date
FAQ
What specific changes occurred regarding directors or officers?
The filing indicates events related to the departure of directors or certain officers, the election of directors, and the appointment of certain officers.
Were any matters submitted to a vote of security holders?
Yes, the filing confirms the submission of matters to a vote of security holders.
What is the exact date of the earliest event reported in this 8-K?
The earliest event reported is dated August 28, 2024.
What is the filing date for this Current Report?
This Current Report was filed on September 4, 2024.
What other types of information are included in this filing besides personnel and voting matters?
The filing also includes Regulation FD disclosures and financial statements and exhibits.
Filing Stats: 1,538 words · 6 min read · ~5 pages · Grade level 9.8 · Accepted 2024-09-04 08:07:14
Key Financial Figures
- $42,500 — receive (i) annual cash compensation of $42,500 for his service as a director and (ii)
- $7,500 — or and (ii) annual cash compensation of $7,500 for his service as a member of the Comp
Filing Documents
- tm2423263d1_8k.htm (8-K) — 43KB
- tm2423263d1_ex99-1.htm (EX-99.1) — 13KB
- tm2423263d1_ex99-1img001.jpg (GRAPHIC) — 25KB
- 0001104659-24-096648.txt ( ) — 274KB
- mist-20240828.xsd (EX-101.SCH) — 3KB
- mist-20240828_lab.xml (EX-101.LAB) — 33KB
- mist-20240828_pre.xml (EX-101.PRE) — 22KB
- tm2423263d1_8k_htm.xml (XML) — 4KB
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. On September 3, 2024, the Board of Directors (the " Board ") of Milestone Pharmaceuticals Inc. (the " Company "), upon the recommendation of the Nominating & Corporate Governance Committee of the Board, voted to elect Joeseph C. Papa as a member of the Board and as a member of the Board's compensation committee (the " Compensation Committee "), effective as of September 3, 2024 (the " Effective Date "). Mr. Papa's term as director will expire at the Company's 2025 annual meeting of stockholders. Mr. Papa has over 35 years of experience in the pharmaceutical, healthcare and specialty pharmaceutical industries. Since February 2024, he has served as Chief Executive Officer of Emergent BioSolutions (NYSE: EBS). Previously, he served as Chief Executive Officer of Bausch + Lomb Corporation from May 2022 to March 2023 and served as Chairman and CEO of Bausch Health (NYSE: BHC) from 2016 to 2022. From 2006 to 2016, Mr. Papa served as Chairman and CEO of Perrigo (NYSE: PRGO). Prior to Perrigo, Mr. Papa served as President of PTS for Cardinal Health (NYSE: CAH), President of Watson Pharmaceuticals, President of U.S. operations for Searle/Pharmacia, Chief Operating Officer of DuPont Pharmaceuticals (NYSE: DD) and Vice President of Marketing for Novartis (NYSE: NVS). He currently serves as Chair of the board of directors of SparingVision, a privately held genomic medicines company, and as a member of the board of directors of Candel Therapeutics (Nasdaq: CADL), a clinical stage biopharmaceutical company developing immunotherapies for cancer patients, where he chairs the compensation committee. He previously served on the boards of directors of Prometheus Biosciences, as lead independent director and chair of the compensation committee until the company's sale to Merck (NYSE: MRK) in 2023, and Smith & Nephew plc (NYSE:
07
Item 5.07. Submission of Matters to a Vote of Security Holders. The Company virtually held its 2024 Annual Meeting of Shareholders (the " Annual Meeting ") on August 28, 2024. At the Annual Meeting, the Company's shareholders voted on two proposals, each of which is described in more detail in the Company's definitive proxy of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proposal 1. Election of Directors The Company's shareholders elected the nominees below to the Board each to hold office until the 2025 Annual Meeting of Shareholders or until their successors are duly elected or appointed, or until such directors' earlier resignation or removal. The votes regarding the election of directors were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Joseph Oliveto 27,367,910 328,244 9,337,191 Lisa M. Giles 27,494,092 202,062 9,337,191 Stuart M. Duty 27,633,939 62,215 9,337,191 Andrew R. Saik 27,633,449 62,705 9,337,191 Michael Tomsicek 27,495,346 200,808 9,337,191 Robert J. Wills 22,522,120 5,174,034 9,337,191 Seth H.Z. Fischer 27,500,738 195,416 9,337,191 Following the Annual Meeting, Mr. Duty replaced Mr. Fischer as a member of the Board's Nominating and Corporate Governance Committee, Mr. Saik replaced Ms. Giles as a member of the Board's Audit Committee and Mr. Fischer was appointed as Chair of the Board's Compensation Committee. The current composition of the Board committees after the Annual Meeting and the Effective Date of Mr. Papa's appointment the Board is as follows: Committee Members Nominating and Corporate Governance Committee Robert J. Wills (Chair), Lisa M. Giles, Stuart
01
Item 7.01. Regulation FD Disclosure. On September 4, 2024, the Company issued a press release announcing the appointment of Mr. Papa to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished solely pursuant to Item 7.01 of this Current Report on Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release, dated September 4, 2024. 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document
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. MILESTONE PHARMACEUTICALS INC. By: /s/Amit Hasija Amit Hasija Chief Financial Officer Dated: September 4, 2024