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| MAXY > SEC Filings for MAXY > Form 8-K on 17-Jul-2009 | All Recent SEC Filings |
17-Jul-2009
Change in Directors or Principal Officers
On July 16, 2009, M.R.C. Greenwood, Ph.D., notified the Chairman of the Board of Directors (the "Board") of Maxygen, Inc. (the "Company") that she would not be standing for re-election when her term expires at our 2009 Annual Meeting of Stockholders. Dr. Greenwood currently also serves on our Corporate Governance and Nominating Committee (the "CG&N Committee"). Dr. Greenwood indicated that her decision not to stand for reelection related to her desire to dedicate substantially all of her time to her new position as President of the University of Hawaii and not to any disagreement with the Company.
As described in the preliminary proxy statement for the Company's 2009 Annual Meeting of Stockholders, which is being filed today with the U.S. Securities and Exchange Commission ("SEC"), the Board, upon the recommendation of the CG&N Committee, has nominated Kenneth B. Lee, Jr. for election to the Board to replace Dr. Greenwood.
On July 17, 2009, Dr. Russell Howard, our Chief Executive Officer and a member of the Board, delivered his contingent resignation from the Board, which resignation will take effect at such time as Dr. Howard no longer serves as the Company's Chief Executive Officer. Pursuant to Dr. Howard's Amended and Restated Change of Control Agreement, the Company will terminate Dr. Howard's employment effective as of the six-month anniversary of the closing of the transactions contemplated by the Company's joint venture with Astellas Pharma Inc. (or such shorter period determined by the Board), as disclosed in the Company's Current Report on Form 8-K filed with the SEC on July 1, 2009. In the event that Dr. Howard's service as the Company's Chief Executive Officer does not terminate prior to or on the six-month anniversary of the closing of these transactions, or upon the termination of Dr. Howard's Amended and Restated Change of Control Agreement, Dr. Howard's resignation will be null and void. Dr. Howard's contingent resignation does not reflect any disagreement with the Company.
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