UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2018

  A81020188KCARRIECOXIMAGE1.JPG

  Array BioPharma Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-16633
84-1460811
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 

3200 Walnut Street, Boulder, Colorado 80301
(Address of principal executive offices, including Zip Code)
 
303 381-6600
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ¨


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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨







In this report, “Array BioPharma,” “Array,” “we,” “us” and “our” refer to Array BioPharma Inc., unless the context otherwise provides.

Item 5.02(d)
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 9, 2018, the Board of Directors (the “Board”) of Array Biopharma (the “Company”) appointed Carrie S. Cox as a Class I director of the Company and elected her Chairman of the Board. Ms. Cox has been appointed to the Audit and Corporate Governance Committees of the Board. Ms. Cox is an experienced corporate director with a distinguished career in the biopharmaceutical industry. She served as Executive Vice President and President of Schering-Plough’s Global Pharmaceutical Business. Before joining Schering-Plough, Ms. Cox served as Executive Vice President and President of Pharmacia’s Global Prescription Business, Senior Vice President of Pharmacia & Upjohn’s Global Prescription Business, and as Vice President of Women’s Healthcare at Wyeth-Ayerst. She succeeded Kyle Lefkoff, General Partner of Boulder Ventures Ltd., who will continue to serve as a director.

Ms. Cox will receive the Company’s standard compensation package for non-employee directors, which includes a quarterly retainer of $15,000 as Chairman of the Board, Board meeting fees of $4,000 as Chairman of the Board, $1,500 committee meeting fees as a member of the Corporate Governance Committee, $2,000 committee meeting fees as a member of the Audit Committee, and an annual stock-based compensation award consisting of an option to purchase 25,000 shares of the Company’s common stock and 5,000 restricted stock units, all of which vest on the first anniversary of the grant date subject to continued service on the Board.

There is no arrangement or understanding between Ms. Cox and any other person pursuant to which Ms. Cox was selected as a director.

Array issued a press release announcing Ms. Cox’s appointment to the Board on August 10, 2018, a copy of which is attached to this Form 8-K as Exhibit 99.1.

 
 
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
99.1
 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2018
Array BioPharma Inc.
 
 
 
 
By:
/s/ JASON HADDOCK
 
 
Jason Haddock
 
 
Chief Financial Officer








































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News Release Array BioPharma Names Carrie S. Cox Chairman of its Board of Directors – Industry veteran brings strong commercial experience as Array commercializes BRAFTOVI™ + MEKTOVI® – Boulder, Colo. (August 10, 2018) – Array BioPharma Inc. (Nasdaq: ARRY) today announced that Carrie S. Cox has been named Chairman of its Board of Directors, effective immediately. Ms. Cox has been appointed to the Audit and Corporate Governance Committees of the Board. Kyle Lefkoff, General Partner of Boulder Ventures Ltd., who has served as Chairman of Array’s Board since its inception, has stepped down as Chairman and will continue to serve as a director. Ms. Cox is an experienced corporate director with a distinguished career in the biopharmaceutical industry. She served as Executive Vice President and President of Schering-Plough's Global Pharmaceutical Business, which generated approximately $16 billion in annual sales. Before joining Schering-Plough, Ms. Cox served as Executive Vice President and President of Pharmacia’s Global Prescription Business, Senior Vice President of Pharmacia & Upjohn's Global Prescription Business, and as Vice President of Women's Healthcare at Wyeth-Ayerst. “All of us at Array are grateful to Mr. Lefkoff for his dedication and service to the company and acknowledge his many important contributions as Array evolved to a fully-integrated, commercial-stage biopharmaceutical company. We look forward to his continued insight and guidance as a valued member of our Board of Directors,” said Ron Squarer, Chief Executive Officer, Array BioPharma. “We are delighted to have Ms. Cox join and lead our Board of Directors. She brings a wealth of commercial expertise to Array that will help drive the success of our recent launch of BRAFTOVI™ + MEKTOVI®.” “I am thrilled that BRAFTOVI + MEKTOVI are now available to patients and I look forward to continuing to work with the Array team,” said outgoing Chairman Kyle Lefkoff. “Ms. Cox is an experienced pharmaceutical executive with a highly successful history of commercial management. She is ideally suited to lead our Board into the next phase of Array’s growth and development, and we are proud to welcome her to the Array team.” Ms. Cox added, "I am excited to join Array’s Board as the Company commercializes its first FDA-approved products in metastatic melanoma with the approval of BRAFTOVI + MEKTOVI. Array also has an impressive drug discovery and development engine, and I look forward to working closely with the team and my fellow Board members to advance innovative treatments that have the potential to significantly benefit patients in need.” Ms. Cox currently serves on the Boards of Directors of Celgene, Cardinal Health, electroCore and Texas Instruments (previously as Lead Director). Ms. Cox also serves as the Executive Chairman of the Humacyte, Inc., Board of Directors through 2018. Most recently, Ms. Cox served as Chairman and Chief Executive Officer of Humacyte, Inc., which she joined in 2010. Ms. Cox also served as Chairman of Prism Pharmaceuticals, sold to Baxter Corporation in 2011. Ms. Cox spent her early career at Sandoz pharmaceuticals (now Novartis) in a variety of commercial roles of increasing responsibility. Ms. Cox has been named to FORTUNE Magazine’s list of the “50 Most Powerful Women in Business” six times. Her work has been featured in Harvard Business Review and in the New York Times bestseller, The Profit Zone, and she is a graduate of the Massachusetts College of Pharmacy.

 
Ms. Cox will serve as a Class I director on the Board with a term that expires at the Annual Meeting of Array's stockholders in 2019. About Array BioPharma Array BioPharma Inc. is a fully-integrated, biopharmaceutical company focused on the discovery, development and commercialization of transformative and well-tolerated targeted small molecule drugs to treat patients afflicted with cancer and other high-burden diseases. Array markets in the United States BRAFTOVITM (encorafenib) capsules in combination with MEKTOVI® (binimetinib) tablets for the treatment of patients with unresectable or metastatic melanoma with a BRAFV600E or BRAFV600K mutation. Array’s lead clinical programs, encorafenib and binimetinib, are being investigated in over 30 clinical trials across a number of solid tumor indications, including a Phase 3 trial in BRAF-mutant colorectal cancer. Array’s pipeline includes several additional programs being advanced by Array or current license-holders, including selumetinib (partnered with AstraZeneca), larotrectinib (partnered with Loxo Oncology), ipatasertib (partnered with Genentech), tucatinib (partnered with Seattle Genetics) and ARRY-797 (being developed by Yarra Therapeutics, a wholly-owned subsidiary of Array), all of which are currently in registration trials. Ganovo® (danoprevir, partnered with Roche) was recently approved in China for the treatment of viral hepatitis C. For more information on Array, please visit www.arraybiopharma.com or follow @arraybiopharma on Twitter and LinkedIn. Array BioPharma Forward-Looking Statement This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements about the future development plans of encorafenib and binimetinib; expectations that events will occur that will create greater value for Array; and the potential for the results of current and future clinical trials to support regulatory approval or the marketing success of encorafenib and binimetinib, and the expected contributions of Ms. Cox to the Board of Directors. Because these statements reflect our current expectations concerning future events and involve significant risks and uncertainties, our actual results could differ materially from those anticipated in these forward- looking statements as a result of many factors. These factors include, but are not limited to, the potential that the FDA, EMA or other regulatory agencies determine results from clinical trials are not sufficient to support registration or marketing approval of encorafenib and binimetinib; our ability to effectively and timely conduct clinical trials in light of increasing costs and difficulties in locating appropriate trial sites and in enrolling patients who meet the criteria for certain clinical trials; risks associated with our dependence on third-party service providers to successfully conduct clinical trials and to manufacture drug substance and product within and outside the U.S.; our ability to grow and successfully develop commercialization capabilities; our ability to achieve and maintain profitability and maintain sufficient cash resources; and our ability to attract and retain experienced scientists and management. Additional information concerning these and other risk factors can be found in our most recent annual report filed on Form 10-K, in our quarterly reports filed on Form 10-Q, and in other reports filed by Array with the Securities and Exchange Commission. We are providing this information as of August 10, 2018. We undertake no duty to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements or of anticipated or unanticipated events that alter any assumptions underlying such statements. BRAFTOVI™ is a trademark of Array BioPharma Inc. MEKTOVI® is a registered trademark of Array BioPharma Inc. in the United States and various other countries. ### CONTACT: Array BioPharma Andrea N. Flynn, Ph.D. Senior Director, Investor Relations & Corporate Communications (303) 381-6600 ir@arraybiopharma.com