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ARROWHEAD PHARMACEUTICALS, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

06/16/2021 | 04:08pm EDT

Item 8.01 Other Events

At the Annual Meeting of Stockholders of Arrowhead Pharmaceuticals, Inc. (the "Company") held on March 18, 2021 (the "2021 Annual Meeting"), Michael S. Perry, D.V.M. did not receive a majority of the votes cast on his re-election to the Company's Board of Directors (the "Board"). In accordance with the Company's Director Resignation Policy, Dr. Perry offered to resign from the Board, and the Nominating Committee (the "Committee") considered Dr. Perry's offer of resignation and made a recommendation to the Board whether to accept or reject it. Dr. Perry did not participate in the proceedings of either the Committee or the Board with respect to his offer of resignation.

The Committee unanimously decided to recommend that the Board reject Dr. Perry's offer of resignation. In making its decision, the Committee discussed Glass Lewis's recommendation that investors vote against Dr. Perry's re-election on the basis of "overboarding." The Committee believed that, despite Institutional Shareholder Services' recommendation that investors vote for Dr. Perry's re-election, Dr. Perry did not receive the requisite vote for re-election because certain investors considered Dr. Perry to be overcommitted in terms of his public company board service. As disclosed in the Company's 2021 proxy statement, Dr. Perry is the chief executive officer and president of Avita Medical, Inc. ("Avita") and, at the time of the 2021 Annual Meeting, Dr. Perry served on the board of directors of Avita and two outside public company boards: Gamida Cell Ltd. ("Gamida") and the Company. The Committee noted that Dr. Perry's public company board commitments had been discussed with Dr. Perry following the 2021 Annual Meeting, and in response to this discussion, and notwithstanding Dr. Perry's strong attendance record at Company Board and committee meetings, Dr. Perry had resigned from the board of directors of Gamida effective as of June 15, 2021. The Committee felt that Dr. Perry had appropriately addressed investor concerns by reducing his public company board commitments from two outside directorships to one outside directorship.

After the Committee's meeting, the Board considered and reviewed the Committee's recommendation. The Board discussed the circumstances relevant to the shareholder vote on Dr. Perry's re-election, Dr. Perry's public company board commitments and Dr. Perry's resignation from the board of directors of Gamida following the 2021 Annual Meeting. The Board also noted that Dr. Perry had served as a director of the Company since 2011 and discussed Dr. Perry's contributions during his tenure on the Board, including his substantial committee service. In particular, the Board placed value on Dr. Perry's institutional knowledge of the Company, his medical expertise and his extensive experience in the biotech industry. Following its discussion, the Board accepted the recommendation of the Committee and voted unanimously to reject Dr. Perry's offer of resignation. Dr. Perry will continue his service on the Board until the Company's 2022 Annual Meeting of Stockholders or until his successor is elected and qualified.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.       Description

104               Cover Page Interactive File (the cover page tags are embedded
                  within the Inline XBRL document).


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