PROPOSAL 3
APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE
CLOVIS ONCOLOGY, INC. 2020 STOCK INCENTIVE PLAN
The company seeks stockholder approval, of an amendment and restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan (the 2020
Plan) to increase the number of shares of common stock reserved for issuance under the 2020 Plan by 4,500,000 shares of common stock (the 2020 Plan Amendment), which, if approved by our stockholders, will enable the company to
make future stock-based awards in furtherance of its broader compensation strategy, as discussed below.
Background
The 2020 Plan was originally adopted by the board of directors on April 22, 2020 and approved by the companys stockholders on
June 4, 2020. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (collectively, awards) to our current and prospective employees, non-employee members of the board of directors, and other service providers. No awards that are contingent upon the stockholder approval of the 2020 Plan Amendment will be granted pursuant to the 2020 Plan until the
2020 Plan Amendment is approved by the companys stockholders. On April , 2021, the board of directors adopted the 2020 Plan Amendment, subject to approval by the companys stockholders.
A total of 6,470,000 shares of common stock were reserved and available for issuance under the 2020 Plan, of which, 2,848,499 shares of common
stock remained available for issuance as of April 12, 2021. If the 2020 Plan Amendment is approved, an additional 4,500,000 shares of common stock will be reserved and available for issuance pursuant to the 2020 Plan, which represents approximately
3.2% of our outstanding common stock (on a fully diluted basis) as of April 12, 2021.
The compensation committee expects to continue to
make equity award grants on an annual basis. The board of directors adopted the 2020 Plan Amendment because the number of shares currently available for grant under the 2020 Plan is insufficient to support the companys desire to compensate its
named executive officers and other employees, as well as future employees, with equity-based compensation, which the company believes has been successful in aligning the interests of employees and the senior management team with those of the
stockholders and instrumental in the companys ability to attract, motivate and retain team members. Based on a review of the companys historical practices, the board of directors believes that the amounts available under the 2020 Plan as
a result of the 2020 Plan Amendment will be sufficient to cover equity awards for participants for the next two to three years. In 2018, 2019 and 2020, the number of shares of common stock underlying equity awards outstanding as of December 31 of
each year (including stock options and shares of restricted stock) was approximately 7,107,438, 8,458,372 and 9,464,216 shares, respectively.
The board of directors believes that the 2020 Plan serves a critical role in attracting and retaining the high caliber employees essential to
the companys success and in motivating these individuals to enhance our growth and profitability. The board of directors also believes that stock ownership by employees provides performance incentives and fosters long-term commitment to our
benefit and to the benefit of our stockholders. Therefore, the board of directors urges stockholders to approve the 2020 Plan Amendment.
The following is a summary of the material features of the 2020 Plan, as amended and restated to reflect the 2020 Plan Amendment, the complete
text of which is attached to this proxy statement as Appendix A.
Purpose
The 2020 Plan is designed to aid in the companys ability to attract, retain and motivate qualified individuals to become and remain
employees, officers, directors and consultants of the company, and to promote the creation of long-term value for the companys stockholders by aligning the interests of such individuals with those of the
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