Atea Pharmaceuticals(AVIR)2025-04-17 12:06Board Appointments and Changes - Atea Pharmaceuticals appointed Howard H. Berman as a new Class III Director, effective after the 2025 Annual Meeting[2]. - Franklin Berger will retire from the Board effective immediately after the 2027 Annual Meeting, and will not stand for re-election[5]. - The New Director will be appointed to at least one standing committee of the Board following the 2025 Annual Meeting[6]. - The Company will ensure that the New Director receives the same consideration for committee membership as other independent directors[6]. Radoff/JEC Signatories Restrictions and Commitments - The Radoff/JEC Signatories must maintain a Net Long Position of at least 3.0% of the Company's outstanding common stock to recommend a Replacement Director if the New Director is unable to serve[4]. - The Radoff/JEC Signatories are restricted from acquiring more than 6.0% of the Company's outstanding Voting Securities during the Restricted Period[9]. - The Radoff/JEC Signatories are committed to vote in favor of the Board's nominated directors and against any stockholder nominations not approved by the Board[8]. - The Radoff/JEC Signatories must vote in accordance with the Board's recommendations on all proposals, except in cases where ISS or Glass Lewis recommend otherwise[8]. - The Radoff/JEC Signatories are restricted from making any public announcements regarding business combinations or acquisitions involving the Company during the Restricted Period[10]. - The Radoff/JEC Group is prohibited from engaging in proxy solicitations or making public proposals regarding the Company during the Restricted Period[10]. - The Radoff/JEC Group has agreed to withdraw their nomination of candidates for the 2025 Annual Meeting and will not pursue any further actions related to it[21]. - The Radoff/JEC Signatories will conduct themselves as any other stockholder, with similar rights and access to management and the Board[15]. - The Radoff/JEC Signatories must notify the Company of their beneficial ownership of common stock within five business days of a written request[16]. - During the Restricted Period, neither party shall make public statements that disparage the other party[17][18]. Financial and Legal Agreements - The Company plans to initiate a share repurchase program in accordance with the terms set forth in the Press Release[43]. - The Agreement does not require the approval of the stockholders of the Company[43]. - The Company has not taken any actions related to this Agreement that require disclosure on a Current Report on Form 8-K prior to the date of this Agreement[43]. - The Agreement is governed by the laws of the State of Delaware, with exclusive jurisdiction in the Court of Chancery of Delaware[49]. - Each Party waives the right to a jury trial in any litigation arising out of this Agreement[51]. - The Agreement constitutes the only agreement between the Parties regarding its subject matter, superseding all prior agreements[47]. - The Parties acknowledge that they have been represented by counsel throughout the negotiations leading to the execution of this Agreement[55]. - The Agreement may be executed in one or more counterparts, which shall be treated as one and the same agreement[56]. - All representations and obligations under this Agreement are several, not joint, except among the members of Radoff and JEC collectively[58]. - The agreement will terminate upon the expiration of the Restricted Period unless mutually agreed otherwise in writing[60]. - Certain paragraphs of the agreement will survive termination, including liability for breaches prior to termination[60]. - The Company's obligations will terminate immediately upon breach by any member of the Radoff/JEC Group if not cured within ten business days[60]. - The Radoff/JEC Group's obligations will terminate immediately upon breach by the Company if not cured within ten business days[60]. Communication and Reporting - The Company must provide the Radoff/JEC Signatories with a reasonable opportunity to review and comment on the Form 8-K prior to filing[26]. - The Radoff/JEC Signatories will file an amendment to their Schedule 13D reporting the entry into this Agreement promptly after the press release[27]. - The Company is required to issue a press release regarding this Agreement by April 17, 2025, at 9:00 a.m. Eastern time[24]. - The Radoff/JEC Group is allowed to communicate privately with the Company's Board or officers regarding any matter[13]. - The Radoff/JEC Signatories collectively own 4,880,100 shares of the Company's common stock and have voting authority over these shares[41].