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GALE > SEC Filings for GALE > Form 8-K on 2-May-2013All Recent SEC Filings

Show all filings for GALENA BIOPHARMA, INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and Exhibi

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

On April 26, 2013, the board of directors (the "Board") of Galena Biopharma, Inc. ("we," "our," "us" or the "Company") appointed William L. Ashton as a Class I director with a term expiring at the 2014 annual meeting of stockholders of the Company.

In conjunction with Mr. Ashton's appointment as a director, on April 26, 2013, the Board granted to Mr. Ashton under our Amended and Restated 2007 Incentive Plan a stock option to purchase up to 100,000 shares of our common stock at an exercise price equal to $2.54 per share, which was the closing market price of our common stock on April 26, 2013 (i.e., the date of grant). The stock option will vest and become exercisable in four equal quarterly installments of 25,000 shares each beginning on the first quarterly anniversary of the date of grant, provided, in each case, that Mr. Ashton remains a director through such vesting date. The option has a ten-year term and will be on such other terms set forth in our standard form of stock option agreement for our non-employee directors.

The appointment of Mr. Ashton as a director was not pursuant to any agreement or understanding between Mr. Ashton and any third party. Additionally, Mr. Ashton is not a party to any transaction with the Company of the type required to be disclosed under Section 404(a) of Regulation S-K.

A copy of the press release issued on May 1, 2013 regarding Mr. Ashton's appointment to the Board is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

99.1              Press Release, dated May 1, 2013, announcing the appointment of
                  William L. Ashton as a director of the Company.

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