UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

(858) 224-1000

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Organovo Holdings, Inc. (the “Company”) announced today that its Board of Directors, based on its annual review of the size of the Board and associated Board expenses, has determined that it is in the best interests of the Company and its stockholders to reduce the size of the full Board from nine directors to six directors. The reduction of the Board size will be effective as of the commencement of the 2019 Annual Meeting of Stockholders to be held on September 5, 2019 (the “Annual Meeting”).  

 

Beginning last year, the Board’s Nominating and Governance Committee has been working with its longest tenured members on a gradual transition plan in concert with the goals of succession planning for committee leadership and supplementing the Board’s membership with additional skill sets such as bringing in a medically trained liver expert with drug development expertise.  As a result of this planning, two new Board members have been added over the past several quarters, Dr. David Shapiro and Carolyn Beaver.  The final stage of this transition includes the reduction in Board size and the Company’s longest tenured directors stepping down from the Board. Accordingly, Robert Baltera, Jr. and James Glover have submitted letters of resignation, with each to be effective immediately prior to the commencement of the Annual Meeting.  In addition, Tamar Howson has notified the Board that she will not be standing for reelection at the Annual Meeting, and as a result her Board term will expire immediately prior to the Annual Meeting.  

 

Neither Mr. Baltera nor Mr. Glover resigned as a result of a disagreement with the Company on any matter. Similarly, Ms. Howson’s decision not to stand for re-election was not based on any disagreement with the Company.  The Company and the Board is highly appreciative of the outstanding service and contributions made by each of the three departing Board members.

 

Immediately following the Annual Meeting, the Board intends to reorganize its three standing Board committees, including the audit, compensation and nominating and corporate governance committees, such that each committee will consist of three independent directors as required by the rules and regulations of the Nasdaq Stock Market, the Securities and Exchange Commission and the Company’s corporate governance guidelines and charters.

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.