||Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 26, 2020, electroCore, Inc. (the “Company”)
announced that its board of directors (the “Board”)
appointed three new members, effective April 2, 2020. The
newly appointed board members are Peter Cuneo, John Gandolfo and
Thomas Patton (the “New Directors”). As a Class II
director, Mr. Patton’s term lasts until the Company’s 2020
annual meeting of stockholders. As Class III directors,
Mr. Gandolfo’s and Mr. Cuneo’s term each lasts until the
Company’s 2021 annual meeting of stockholders.
Each of the New Directors was appointed to the Audit Committee of
the Board, and Mr. Cuneo was also appointed to the
Compensation Committee of the Board.
None of the New Directors is a party to, or has any direct or
indirect material interest in, any transaction requiring disclosure
under Item 404(a) of Regulation S-K. There are no arrangements or
understandings between any of the New Directors and any other
persons pursuant to which each was selected as a director.
In connection with their appointment, each of the New Directors is
expected to be granted an inaugural award of 150,000 restricted
stock units, deferred stock units, or stock options with an
exercise price equal to the closing price of the Company’s common
stock on the Nasdaq Stock Market on April 2, 2020, and in in
each case vesting over three years, subject to earlier vesting in
the case of a change of control.
Additionally, each of the New Directors and the Company will enter
into the Company’s standard form of indemnification agreement for
directors and executive officers.
The Company also announced that two current members of the Board,
James L.L. Tullis and Nicholas Colucci, will be resigning from the
Board immediately prior to the Company’s 2020 annual meeting of
stockholders. Mr. Tullis’ and Mr. Colucci’s decisions to
resign did not result from any disagreement with the Company on any
matter relating to Company operations, policies or practices.
In connection with the foregoing, effective April 2, 2020,
Michael G. Atieh, a member of the Board, was appointed to the
Nominating and Governance Committee of the Board, and
Dr. Thomas Errico, a member of the Board, was appointed
chairman of the Nominating and Governance Committee of the
The size of the Board will be increased from eight members to 11
members, effective April 2, 2020, and will be reduced to nine
members effective immediately prior to the Company’s 2020 annual
meeting of stockholders.
A copy of the press release announcing the foregoing matters is
filed with this Form 8-K as