Genprex (GNPX) 8-KDeparture of Directors or Certain Officers

Genprex, Inc. (the “Company”) and Ryan M. Confer entered into an amendment, executed on and dated as of June 24, 2024 and effective as of May 8, 2024 (the “Confer Amendment”), to the executive employment agreement by and between the Company and Mr. Confer dated as of April 13, 2018 (as amended by the Confer Amendment, the “Confer Agreement”), pursuant to which (i) Mr. Confer’s title change to President, Chief Executive Officer and Chief Financial Officer was confirmed, (ii) his base salary was increased to $480,000 per year, and (iii) the reference periods utilized for determining the amount of certain severance payments due upon a separation of service without Cause or for Good Reason prior to a Change in Control (as such terms are defined in the Confer Agreement) (as specified in Section 9.2(a)) and following a Change in Control (as specified in Sections 9.3(a)-(c)), were changed from twelve months to eighteen months in length.

 

The foregoing description of the Confer Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Confer Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

As previously disclosed by the Company it its Current Reports on Form 8-K filed on February 2, 2024 and February 5, 2024 with the Securities and Exchange Commission, on January 30, 2024, Catherine Vaczy, the Company’s then Executive Vice President, General Counsel and Chief Strategy Officer, notified the Company of her intention to resign.  On February 4, 2024, Ms. Vaczy’s employment with the Company was terminated.  The aforementioned Form 8-Ks additionally reported that the Company and Ms. Vaczy were in discussions related to this matter.

 

On June 21, 2024 (the “Execution Date”), Ms. Vaczy and the Company entered into a Separation Agreement and Release (the “Separation Agreement”) governing the terms of Ms. Vaczy’s separation from the Company and providing for the settlement in full of any and all claims that the parties may have or which could have been raised prior to the Execution Date.

 

Pursuant to the terms of the Separation Agreement, Ms. Vaczy and the Company agreed, among other things, that: (i) so long as Ms. Vaczy has not revoked her acceptance of the ADEA (as defined in the Separation Agreement) waiver prior to the expiration of the seven-day statutory revocation period, or June 28, 2024 (the “ADEA Revocation Date”), on the next calendar day following the ADEA Revocation Date, Ms. Vaczy’s Executive Employment Agreement with the Company, dated March 12, 2020, as amended by that First Amendment to the Executive Employment Agreement, dated as of March 24, 2021, and Ms. Vaczy’s Confidential Information Agreement (as defined in the Separation Agreement), and all rights and obligations of the parties thereto are terminated, except for indemnification and advancement rights and obligations, if any, and certain go forward obligations pursuant to the Confidential Information Agreement, and except for the rights and obligations of the parties as set forth in the Separation Agreement; (ii) the Company shall pay Ms. Vaczy, so long as Ms. Vaczy has not revoked her ADEA waiver on or prior to the ADEA Revocation Date: (a) $300,000 (less applicable withholdings and deductions), in funds to be released on the next business day after the ADEA Revocation Date, and (b) $50,000 (less applicable withholdings and deductions) to be paid on or before July 1, 2024; and (iii) the vesting of equity awards previously granted to Ms. Vaczy under the Company’s 2018 Equity Incentive Plan shall be accelerated, such that effective as of the next business day following the ADEA Revocation Date, an aggregate of 6,125 unvested RSUs and 4,374 unvested options previously awarded to Ms. Vaczy, shall be vested in full.

 

The Separation Agreement further provides for mutual general releases and mutual non-disparagement provisions. All benefits described above are subject to required tax withholding.

 

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

 

The Board of Directors of the Company (the “Board”) has considered the outcome of this advisory vote on how often the Company will conduct an advisory vote on executive compensation and has determined, as was recommended with respect to this proposal by the Board in the Proxy Statement for the Annual Meeting, that the Company will conduct future advisory votes on executive compensation every year until the occurrence of the next vote on how often the Company will conduct an advisory vote on executive compensation. The next vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation is required to occur no later than the Company’s 2030 Annual Meeting of Stockholders.

 

 

 

On June 18, 2024, the Board approved and adopted an Amended and Restated Outside Director Compensation Policy (the “Policy”), a copy of which is filed herewith as Exhibit 10.3 and incorporated by reference herein. The Policy was amended to include an annual cash retainer of $15,000 for the role of Chairman of the Board (Non-Executive).

 

 

(d) Exhibits.