Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 15, 2022, the Board of Directors of Aileron Therapeutics, Inc. (the
"Company") appointed Susan L. Drexler, a consultant at Danforth Advisors, LLC
("Danforth"), as interim chief financial officer, effective as of June 16, 2022.
In connection with her appointment, Ms. Drexler will serve as the Company's
principal financial officer and principal accounting officer.
Ms. Drexler will provide interim chief financial officer services pursuant to a
consulting agreement to which the Company is a party with Danforth. Under the
consulting agreement, the Company will pay Danforth an agreed upon hourly rate
for Ms. Drexler's services and will reimburse Danforth for expenses. The
consulting agreement may be terminated by the Company or Danforth with cause,
upon 30 days written notice, and without cause, upon 60 days written notice.
Ms. Drexler, age 52, has extensive experience as a chief financial officer, with
over 25 years of experience with development and commercial stage life science
companies. Since January 2022, Ms. Drexler has served as a consultant at
Danforth, a provider of strategic and operational finance and accounting for
life science companies. Ms. Drexler has served as interim chief financial
officer of Kiora Pharmaceuticals, Inc., a clinical-stage specialty
pharmaceutical company, since April 2022. Previously, Ms. Drexler served as
chief financial officer of Harmony Biosciences Holdings, Inc., a pharmaceutical
company, from October 2019 through March 2021. Ms. Drexler also served as acting
chief financial officer and vice president, business development of Ocugen,
Inc., a biotechnology company, from April 2018 through June 2019 and as senior
director, strategy and business development and then vice president, business
development and market intelligence at AmerisourceBergen Drug Corporation, a
pharmaceutical sourcing and distribution services company, from August 2015
through November 2017. Ms. Drexler previously served as director, corporate
finance of Shire plc from 2007 through 2015. She received a B.S. in Accounting
from Albright College and an MBA in Finance from the Joseph M. Katz Graduate
School of Business at the University of Pittsburgh.
Ms. Drexler has no family relationships with any of the executive officers or
directors of the Company. There are no arrangements or understandings between
Ms. Drexler and any other person pursuant to which he was elected as an officer
of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2022, the Company held its Annual Meeting to consider and vote upon
the matters listed below. The following is a summary of the matters voted on at
that meeting.
(a) The stockholders of the Company elected William McKee and Nolan Sigal as
Class II directors for a three-year term expiring at the annual meeting
of stockholders to be held in 2025. The results of the stockholders' vote
with respect to such matter were as follows:
Broker
Name For Withheld Non-Votes
William T. McKee 44,487,407 2,277,523 18,414,250
Nolan H. Sigal 44,363,743 2,402,187 18,414,250
(b) The stockholders of the Company approved an amendment to the Company's
Amended and Restated Certificate of Incorporation to effect a reverse
stock split at a ratio of not less than 1-for-5 and not greater than
1-for-25, with the exact ratio to be set within that range at the
discretion of the Company's board of directors prior to December 31, 2022
without further approval or authorization of the Company's stockholders,
in its sole discretion, and, in connection therewith, to decrease the
number of authorized shares of our common stock on a basis proportional
to the reverse stock split ratio. The results of the stockholders' vote
with respect to such matter were as follows:
For Against Abstain
57,576,087 2,252,608 5,350,485
--------------------------------------------------------------------------------
(c) The stockholders of the Company approved an amendment to the Company's
Amended and Restated Certificate of Incorporation to set the number of
authorized shares of common stock at a number determined by calculating
the product of 300,000,000 multiplied by three times the reverse stock
split ratio, subject to the board's implementation of the reverse stock
split. The results of the stockholders' vote with respect to such matter
were as follows:
For Against Abstain
49,080,551 10,733,263 5,365,366
(d) The stockholders of the Company ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022. The results
of the stockholders' vote with respect to such matter were as follows:
For Against Abstain
64,545,310 509,725 124,145
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses