Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 19, 2021, the board of directors (the "Board") of Adagio
Therapeutics, Inc. (the "Company") appointed Ms. Ellen Marram and Dr. Redonda
Miller to serve as directors of the Company. Ms. Marram will serve as a
Class I director whose term will expire at the 2022 annual meeting of
stockholders, and Dr. Miller will serve as a Class II director whose term will
expire at the 2023 annual meeting of stockholders. The Board also appointed
Ms. Marram to serve as a member of the Nominating and Corporate Governance
Committee of the Board and Dr. Miller to serve as a member of the Compensation
Committee of the Board. There is no arrangement or understanding between either
Ms. Marram or Dr. Miller and any other person pursuant to which she was selected
as a director of the Company, and there is no family relationship between either
Ms. Marram or Dr. Miller and any of the Company's other directors or executive
officers. The Company is not aware of any transaction involving Ms. Marram or
Dr. Miller requiring disclosure under Item 404(a) of Regulation S-K. Additional
information about Ms. Marram and Dr. Miller is set forth below.
Ellen Marram, M.B.A. currently serves as the President of The Barnegat Group LLC
since 2006. Ms. Marram previously served as the Managing Director of North
Castle Partners, LLC from 2000 through 2005, President and Chief Executive
Officer of Tropicana Beverage Group from 1997 through 1998, Group President of
Tropicana Beverage Group from 1993 through 1997, and President and Chief
Executive Officer of the Nabisco Biscuit Company from 1988 through 1993.
Ms. Marram served as a director of Ford Motor Company from 1988 to May 2019, a
director of Eli Lilly and Company from 2002 to May 2019 and a director of The
New York Times Company from 1998 to April 2017. Ms. Marram received a M.B.A.
from Harvard Business School and a B.A. from Wellesley College. We believe
Ms. Marram is qualified to serve as a member of our board of directors because
of her extensive management experience and marketing expertise in managing
well-known consumer brands and experience in advising companies across a variety
of industries, including pharmaceutical companies.
Redonda Miller, M.D., M.B.A. currently serves as the president of The Johns
Hopkins Hospital since July 2016 and as an associate professor in the Department
of Medicine at The Johns Hopkins University since May 2006. Dr. Miller received
a M.D. from The Johns Hopkins University School of Medicine, a M.B.A. from The
Johns Hopkins University and a B.S. from The Ohio State University. We believe
Dr. Miller is qualified to serve as a member of our board of directors because
of her expertise in medicine and health care administration.
Ms. Marram and Dr. Miller will receive the Company's standard compensation for
non-employee directors in accordance with the Company's Non-Employee
Director Compensation Policy, as described in the Company's prospectus filed
pursuant to Rule 424(b) under the Securities Act with the Securities and
Exchange Commission on August 6, 2021. Each of Ms. Marram and Dr. Miller has
also executed the Company's standard form of indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On November 22, 2021, the Company issued a press release announcing the
appointment of Ms. Marram and Dr. Miller to the Board, and Ms. Jill Andersen as
the Company's chief legal officer. A copy of this press release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K (this "Current
Report"). The information contained in the press release furnished as Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release, dated November 22, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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