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SEC Filings

DEF 14A
SEELOS THERAPEUTICS, INC. filed this Form DEF 14A on 04/12/2019
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TABLE OF CONTENTS

PROPOSAL NO. 1

ELECTION OF CLASS I DIRECTOR

Overview

The Company’s Amended and Restated Articles of Incorporation, as amended, provide that the Board is to be divided into three classes as nearly equal in number as possible, with directors in each class serving staggered three-year terms. The total Board size is currently fixed at five directors. The Class I director (whose term expires at the Annual Meeting) is Daniel J. O’Connor, J.D. The Class III directors (whose terms expire at the 2020 annual meeting of stockholders) are Dr. Robin L. Smith and Richard W. Pascoe. The Class II directors (whose terms expire at the 2021 annual meeting of stockholders) are Raj Mehra, Ph.D. and Brian Lian, Ph.D. The Class I director elected at the Annual Meeting will hold office until the 2022 annual meeting of stockholders, and until his successor is elected and qualified, unless he resigns or his seat becomes vacant due to death, removal or other cause in accordance with the Company’s Amended and Restated Bylaws.

As described below, the Board has nominated Daniel J. O’Connor, J.D. for re-election as a Class I director. The nominee has indicated his willingness to serve if elected. Should the nominee become unavailable for election at the Annual Meeting, the person named on the enclosed proxy as proxy holder may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by our Board.

Nomination of Directors

The Corporate Governance/Nominating Committee, which acts as the nominating committee of the Board, reviews and recommends potential candidates for election to the Board. In reviewing potential candidates, the Corporate Governance/Nominating Committee considers the qualifications described below under the caption “Board of Directors and Committees and Corporate Governance - Director Nominations and Stockholder Communications.” After reviewing the qualifications of potential Board candidates, the Corporate Governance/Nominating Committee presents its recommendations to the Board, which selects the final director nominees. The Corporate Governance/Nominating Committee recommended the nominee for director identified in this Proxy Statement. We did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for consideration for election at the Annual Meeting.

Information Regarding Nominees and Incumbent Directors

The Corporate Governance/Nominating Committee has recommended, and the Board has nominated, Daniel J. O’Connor, J.D. to be re-elected as a Class I director at the Annual Meeting. The following table contains information about the nominee and about each of the Company’s continuing directors: the year each was first elected a director, their respective ages as of the date of this proxy, the positions currently held with the Company, the year their current term will expire and their current class:

Name
Year
Initially
Elected
Age
Position(s)
Expiration of
Term
Class
Daniel J. O’Connor, J.D.(1)(2)
2019
54
Director
2019
I
Dr. Robin L. Smith(1)(3)
2019
54
Director
2020
III
Richard W. Pascoe
2013
55
Director
2020
III
Raj Mehra, Ph.D.
2019
59
Chairman, Chief Executive Officer, President and
Interim Chief Financial Officer
2021
II
Brian Lian, Ph.D.(1)(2)(3)
2019
53
Director
2021
II
(1)Member of the Audit Committee.
(2)Member of the Corporate Governance/Nominating Committee.
(3)Member of the Compensation Committee.

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