MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Proposal 1 – Election of Directors
Article 98 of the Articles of Association provides that nominations of persons for election to the Board at an annual meeting of shareholders may be made “ … by any Member who (i) complies with the notice procedures set forth in Articles 99 or 100, as applicable, (ii) was a Member at the time such notice is delivered to the Secretary and on the record date for the determination of Members entitled to vote at such general meeting, and (iii) is present at the relevant general meeting, either in person or by proxy, to present her nomination …” On February 3, 2023, Offshore, a record holder of Shares, delivered timely notice in accordance with the foregoing and otherwise in accordance with the Articles of Association, of its intention to nominate and seek to elect Ms. Bonfiglio, Dr. Denner, and Dr. Schlesinger to the Board at the Annual Meeting. The Sarissa Nominees, if elected, would serve a one-year term and hold office until the 2024 Annual General Meeting of Shareholders. Background information about the Sarissa Nominees is set forth below and in Annex A.
Shareholders are permitted to vote for any combination (up to seven total) of the Sarissa Nominees and candidates proposed by the Company on the BLUE universal proxy card. If Shareholders choose to vote for any of the candidates proposed by the Company, we recommend that they vote “FOR” Emily Peterson Alva, Cato T. Laurencin, M.D., Ph.D., Brian P. McKeon, and Christopher I. Wright, M.D., Ph.D, who we refer to as the “Unopposed Company Nominees.”
If elected, the Sarissa Nominees will be a minority of the Board and will not alone be able to adopt resolutions. However, the Sarissa Nominees expect to be able to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing their experience and working constructively with other Board members, the Sarissa Nominees believe they can effect positive change at the Company.
Patrice Bonfiglio, age 40
Patrice Bonfiglio is the President of Sarissa Capital, a registered investment advisor focused on improving the strategies of companies to enhance stockholder value in the healthcare sector. Since 2014, Ms. Bonfiglio served in various roles at Sarissa Capital, including Chief Operating Officer, Chief Financial Officer and Chief Compliance Officer. From September 2020 to November 2022, Ms. Bonfiglio served as Chief Financial Officer of Sarissa Capital Acquisition Corp. (“SCAC”), a publicly traded special purpose acquisition company focusing on the healthcare and biopharma industry. Since February 2023, Ms. Bonfiglio has served as a director of Amarin Corporation plc (Nasdaq: AMRN), a healthcare company. Ms. Bonfiglio received her B.S. degree from Temple University.
Ms. Bonfiglio is well-qualified to serve as a member of the Board due to her significant operational, accounting, finance and compliance expertise.
Alexander J. Denner, Ph.D., age 53
Alexander J. Denner, Ph.D. is the founding partner and Chief Investment Officer of Sarissa Capital, which he founded in 2012. From September 2020 to November 2022, Dr. Denner served as Chief Executive Officer of SCAC. From 2006 to 2011, Dr. Denner served as a Senior Managing Director at Icahn Capital L.P. Prior to that, he served as a portfolio manager at Viking Global Investors, a private investment fund, and Morgan Stanley Investment Management, a global asset management firm. Dr. Denner has served as a director of Biogen Inc. (Nasdaq: BIIB) since June 2009, of Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD) since October 2020, and of Attralus, Inc. since September 2021, all of which are healthcare companies. Previously, Dr. Denner had also served as a director of SCAC and the following healthcare companies: The Medicines Company (where he also served as Chairman), Bioverativ Inc., and ARIAD Pharmaceuticals, Inc. (where he also served as Chairman). Dr. Denner received his S.B. degree from the Massachusetts Institute of Technology and his M.S., M.Phil. and Ph.D. degrees from Yale University.
Dr. Denner has significant experience overseeing the operations and research and development of healthcare companies and evaluating corporate governance matters. He also has extensive experience as an investor, particularly with respect to healthcare companies and possesses broad healthcare industry knowledge, all of which make Dr. Denner well-qualified to serve as a member of the Board.