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): March 25, 2016
ATRINSIC, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51353 | 06-1390025 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 149 Fifth Avenue, Suite 500, New York, NY | 10010 | |
| (Address of principal executive offices) | (Zip Code) |
| 212-994-8200 | ||
| (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)) |
Section 8 – Other Events
Item 8.01. Other Events
Establishment of Board Committees and Adoption of Charters:
On March 25, 2016, the Board of Directors (the “Board”) of Atrinsic, Inc. (the “Company”) established an audit committee (the "Audit Committee") and approved and adopted a charter (the "Audit Committee Charter") to govern the Audit Committee. Pursuant to the Audit Committee Charter, the Audit Committee shall be comprised of two (2) or more independent directors who shall be appointed annually and subject to removal by the Board at any time. Each member of the Audit Committee shall meet the independence requirements of The NASDAQ Stock Market, LLC, and the Securities and Exchange Commission, as well as any other applicable requirements. In addition to the enumerated responsibilities of the Audit Committee in the Audit Committee Charter, the primary function of the Audit Committee is to assist the Board in its general oversight of the Company's accounting and financial reporting processes, audits of its financial statements, and internal control and audit functions. A copy of the Company's Audit Committee Charter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 25, 2016, the Board established a compensation committee (the "Compensation Committee") and approved and adopted a charter (the "Compensation Committee Charter") to govern the Compensation Committee. Pursuant to the Compensation Committee Charter, the Compensation Committee shall be comprised of three (3) or more directors who shall be appointed by the Board and subject to removal by the Board at any time. At least two members of the Compensation Committee shall (i) be "non-employee directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986. In addition to the enumerated responsibilities of the Compensation Committee in the Compensation Committee Charter, the primary function of the Compensation Committee is to oversee the compensation of the Company's executives, produce an annual report on executive compensation for inclusion in the Company's proxy statement, if and when required by applicable laws or regulations, and advise the Board on the adoption of policies that govern the Company's compensation programs. A copy of the Company's Compensation Committee Charter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 25, 2016, the Board established a governance and nominating committee (the "Governance Committee") and approved and adopted a charter (the "Governance Committee Charter") to govern the Governance Committee. Pursuant to the Governance Committee Charter, the Governance Committee shall be comprised of three (3) or more directors who shall be appointed by the Board and subject to removal by the Board at any time. Each member of the Governance Committee may or may not meet the independence requirements established by the Board and applicable laws, regulations, and listing requirements of The NASDAQ Stock Market, LLC. In addition to the enumerated responsibilities of the Governance Committee in the Governance Committee Charter, the primary function of the Governance Committee is to determine the slate of director nominees for election to the Board, to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, to review the Company's policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stockholders, and any other related matters required by federal securities laws. A copy of the Company's Governance Committee Charter is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
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In connection with the establishment of the Audit Committee, Compensation Committee, and Governance Committee, the Board appointed members to each such committee. Currently, the Audit and Compensation committees each include two (2) directors meeting the independence requirements set forth in each applicable charter. The membership of these three standing committees of the Board is as follows:
| Audit Committee | Compensation Committee | Governance Committee | ||
| Gregory Ekizian (Chairperson) | Khalil Barrage (Chairperson) | Joshua Silverman (Chairperson) | ||
| Khalil Barrage | Gregory Ekizian | Garo Armen | ||
| Robert Stein | Robert Stein |
The Board also designated Gregory Ekizian as an "audit committee financial expert," as defined by Item 407(d)(5) of Regulation S-K, based on the Board's evaluation of his accounting knowledge, qualifications, and experience, and finding that he has appropriate experience or background that results in his financial sophistication in accordance with the additional requirements of the NASDAQ Listing Rules.
The Committee Charters adopted on March 25, 2016 will be available in the near future on the Company’s website, www.protagenic.com. When they are available, this will be communicated to investors in a subsequent filing.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibits | Description of Exhibit | |
| 99.1* | Audit Committee Charter adopted by the Board of Directors of Atrinsic, Inc. on March 25, 2016 | |
| 99.2* | Compensation Committee Charter adopted by the Board of Directors of Atrinsic, Inc. on March 25, 2016 | |
| 99.3* | Governance and Nominating Committee Charter adopted by the Board of Directors of Atrinsic, Inc. on March 25, 2016 | |
______________
*Filed herewith.
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SIGNATURES
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.
| ATRINSIC, INC. | |||
| Date: April 25, 2016 | By: | /s/ Alexander Arrow | |
| Name: Alexander Arrow | |||
| Title: Chief Financial Officer | |||
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Exhibit 99.1
Charter of the Audit Committee of the
Board of Directors of Atrinsic, Inc.
Purpose
The principal purpose of the Audit and Finance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Atrinsic, Inc. (the “Company”) in fulfilling its responsibility to oversee the Company’s accounting and financial reporting processes and audits of the Company’s financial statements, including by reviewing the financial reports and other financial information provided by the Company, the Company’s disclosure controls and procedures and internal accounting and financial controls, and the annual independent audit process.
In discharging its oversight role, the Committee is granted the authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties. The Committee also is authorized to approve the use of Company funds to the extent it deems such expenditures necessary or appropriate in carrying out the responsibilities of the Committee.
The Committee shall be responsible for the appointment (and where appropriate, replacement), compensation, retention and oversight of the work of the Company’s outside auditor in preparing or issuing an audit report or related work, including resolving any disagreements between management and the outside auditor regarding financial reporting. The Committee shall receive direct reports from the outside auditor. The Committee shall be responsible for overseeing the independence of the outside auditor and for approving all auditing services and permitted nonaudit services provided by the outside auditor.
This Charter shall be reviewed for adequacy on an annual basis by the Committee and any changes thereto shall be submitted to the Board for approval.
Membership
The Committee shall be comprised of not less than two members of the Board, and the
Committee’s composition will meet the Nasdaq Audit Committee requirements. Accordingly, subject to the paragraph below, all of the members will be directors:
| · | Who are “independent” as defined by applicable Nasdaq rules, who meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (subject to the exemptions provided in Rule 10A-3(c)), and who have not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. In order to ensure the independence of the Committee members, the Committee’s members must be monitored throughout the year to confirm that they all remain independent as required by Nasdaq rules. In addition, it must be considered whether any members of the Committee have relationships with the Company that may create the appearance of a lack of independence, even though such relationships do not automatically disqualify the person from being “independent” under applicable laws and listing rules; |
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| · | Who do not receive any consulting, advisory or other compensatory fee from the Company, other than in the member’s capacity as a member of the Board or any of its committees; and |
| · | Who must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement. In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Unless otherwise determined by the Board (in which case disclosure of such determination shall be made in the Company's annual report filed with the SEC), at least one member of the Committee shall be an "audit committee financial expert" (as defined by applicable SEC rules). |
Except under exceptional circumstances approved by the Board, no member of the Committee may serve simultaneously on the audit committee of more than three other public companies. Subject to applicable law and regulations, the Board may appoint one member who does not meet the independence requirements set forth above and who is not a current employee of the Company or an immediate family member of such employee if the Board, under exceptional and limited circumstances, determines that membership on the Committee by the individual is required in the best interests of the Company and its shareholders. Such member may not serve for more than two years, and may not serve as the Committee chair. The Board shall disclose in the next proxy statement after such determination the nature of the relationship and the reasons for the determination.
In order to fulfill its role, the Committee shall be organized and governed in the following manner:
| · | Committee members and the Committee chair will be recommended by the Corporate Governance and Nominating Committee and appointed and removed, with or without cause, by the Board; |
| · | Action may be taken by the Committee (or any subcommittee of the Committee) upon the affirmative vote of a majority of the members of the Committee (or subcommittee); |
| · | Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least twenty-four hours prior to the meeting (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice); |
| · | Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing or by electronic transmission; |
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| · | The Committee shall have the authority to delegate to subcommittees of the Committee any responsibilities of the full Committee; and |
| · | The Committee shall periodically perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluation. |
Key Responsibilities
The Committee’s role is one of oversight, and it is recognized that the Company’s management is responsible for preparing the Company’s financial statements and that the outside auditor is responsible for auditing those financial statements.
The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. The functions are set forth as a guide and may be varied from time to time as appropriate under the circumstances.
| · | The Committee shall review with management and the outside auditor the audited financial statements to be included in the Company’s Annual Report on Form 10-K and the Annual Report to Stockholders, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and shall review and consider with the outside auditor the matters required to be discussed under generally accepted auditing standards, including Auditing Standard No. 16, or other such requirements established by the Public Company Accounting Oversight Board. |
| · | As a whole, or through the Committee chair, the Committee shall review with the outside auditor, prior to filing with the SEC, the Company’s interim financial information to be included in the Company’s Quarterly Reports on Form 10-Q and the matters required to be discussed by SAS No. 61 or other such requirements established by the Public Company Accounting Oversight Board. |
| · | The Committee shall recommend to the Board whether, based on the reviews and discussions referred to above, the financial statements should be included in the |
| · | Company’s Annual Report on Form 10-K. |
| · | The Committee shall periodically discuss with management and the outside auditor the effectiveness and adequacy of the Company’s internal controls and internal auditing procedures, including any significant deficiencies or material weaknesses in the design or operation of those controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and discuss with the outside auditor how the Company’s financial systems and controls compare with industry practices. |
| · | The Committee shall periodically review with management and the outside auditor the quality, as well as acceptability, of the Company’s accounting policies, and discuss with the outside auditor how the Company’s accounting policies compare with those in the industry and all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of use of such alternative disclosures and treatments and the treatment preferred by the outside auditor. |
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| · | The Committee shall periodically discuss with the outside auditor whether all material correcting adjustments identified by the outside auditor in accordance with generally accepted accounting principles and the rules of the SEC are reflected in the Company’s financial statements. |
| · | The Committee shall review with management and the outside auditor any material financial or other arrangements of the Company which do not appear on the Company’s financial statements and any transactions or courses of dealing with third parties that are significant in size or involve terms or other aspects that differ from those that would likely be negotiated with independent parties, and which arrangements or transactions are relevant to an understanding of the Company’s financial statements. |
| · | The Committee shall review with management and the outside auditor the Company’s critical accounting policies and practices. |
| · | The Committee shall review with the outside auditor all material communications between the outside auditor and management, such as any management letter or schedule of unadjusted differences. |
| · | The Committee shall (i) request from the outside auditor annually a formal written statement delineating all relationships between the auditor and the Company consistent with other requirements as may be consistent with requirements established by the Public Company Accounting Oversight Board; (ii) discuss with the outside auditor any such disclosed relationships or services and their impact on the outside auditor’s independence; and (iii) take appropriate action to oversee the independence of the outside auditor. |
| · | The Committee shall approve the engagement of the outside auditor and shall approve, in advance, all audit services and all permitted non-audit services to be provided to the Company by the outside auditor. The committee may also delegate this responsibility (for services up to $50,000) to the chairman in between meetings, with those actions disclosed to the full committee at the next regularly scheduled meeting. |
| · | The Committee shall approve a code of ethics, as required by rules of the SEC, for senior financial officers and such other employees and agents of the Company as it determines. |
| · | The Committee shall ensure that this charter is posted to the Company’s Web site in accordance with the rules and regulations of the SEC or the exchanges. |
| · | The Committee shall review and approve all transaction required to be disclosed in the Company's filings with the SEC pursuant to Item 404 of Regulation S-K (each, a “Related Party Transaction”). In considering any Related Party Transaction, the Committee shall consider the facts and circumstances regarding such transaction, including, among other things, the amounts involved (including whether the transaction amount exceeds $120,000), the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with the Company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Committee shall also consider its fiduciary duties , the Company's obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any Related Party Transaction. |
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Complaint Procedures
Any issue of significant financial misconduct shall be brought to the attention of the Committee for its consideration. In this connection, the Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Adopted March 25, 2016
To be amended in June 2016 following expected corporate name change to Protagenic Therapeutics, Inc.
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Exhibit 99.2
Charter of the Compensation Committee of the
Board of Directors of Atrinsic, Inc. (the “Company”)
Purpose
The principal purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) is to approve, administer and interpret the Company’s executive and key employee compensation and benefit policies, including the Company’s equity incentive plans. The Committee shall ensure that the Company’s executive and key employee compensation and benefit program is consistent with the Company’s compensation philosophy and the Company’s Guidelines on Significant Corporate Governance Issues, and determine the executive compensation packages offered to the Company’s executive officers.
The Committee’s responsibilities and authority include the following:
| · | The Committee shall review and approve corporate goals and objectives relevant to, and incentives for risk-taking created by, executive officer compensation, and evaluate the performance of executive officers in light of those goals, objectives and incentives; |
| · | The Committee shall determine the compensation of the Chief Executive Officer and/or Executive Chairman; provided that the Chief Executive Officer or Executive Chairman may not be present during voting or deliberations on his or her compensation; provided, further, that in evaluating and determining the compensation of the Chief Executive Officer or Executive Chairman, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation ("Say on Pay Vote") required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
| · | The Committee shall review and approve the compensation of other executive officers and key employees; provided that in evaluating and determining the compensation of other executive officers and key employees, the Committee shall consider the results of the most recent Say on Pay Vote; |
| · | The Committee shall review and recommend compensation for members of the Board and Board committees; provided that no adoption, amendment or termination of any compensation plan under which a member of the Board who is not an employee of the Company may be a participant shall be effective unless the same shall be approved by the Board and, to the extent required by law or the rules of the Nasdaq Stock Market, by the Company’s stockholders; |
| · | The Committee shall review and discuss with management the compensation discussion and analysis required to be included in the Company’s filings with the Securities and Exchange Commission and, based on such review and discussion, in the case of compensation discussion and analysis proposed to be included in the Company’s annual report on Form 10-K or proxy statement, recommend to the Board whether the compensation discussion and analysis should be included in such annual report or proxy statement; |
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| · | The Committee shall review and consider the outcome of stockholder advisory votes on the compensation of the Company’s named executive officers when considering future executive compensation arrangements; |
The Committee shall make recommendations to the Board regarding the adoption of new incentive compensation plans and equity-based plans and administer the Company’s existing incentive compensation plans and equity-based plans, including reviewing and approving stock option grants. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company;
| · | The Committee shall have authority to adopt, amend or terminate compensation plans applicable to any class of employees of the Company and/or any subsidiary of the Company; |
| · | The Committee shall consider and take actions with respect to the adoption, amendment, administration and termination of compensation, welfare, benefit, pension and other plans related to compensation of employees of the Company, in each case taking into account appropriate industry benchmarks and, as appropriate, the compensation policies pursued by companies similarly situated to the Company; |
| · | The Committee shall establish and review the Company’s policies concerning perquisites provided to the Company’s executive officers, including benefits provided upon retirement or other termination of employment; |
| · | The Committee shall review and recommend to the Board the frequency with which the Company will conduct Say on Pay Votes, taking into account, among other things, the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act; |
| · | The Committee may, in its sole discretion, retain or obtain the advice of any compensation consultants, legal counsel or other advisers; |
| · | The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee; |
The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee;
| · | The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration the following factors: |
| o | the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; |
| o | the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; |
| o | the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; |
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| o | any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; |
| o | any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and |
| o | any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company. |
| · | The Committee shall, not less than annually, review and assess the adequacy of this charter and submit any changes to the Board for approval; |
| · | The Committee shall, not less than annually, perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluation; and |
| · | The Committee shall review such other matters as the Board or the Committee shall deem appropriate. |
Membership
The Committee shall be composed of at least three directors, at least two of which shall satisfy the independence and eligibility requirements of the Nasdaq Stock Market and be appointed by the Board on the recommendation of the Corporate Governance and Nominating Committee. In addition, at least two members of the Committee shall qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code, as amended, and shall be a “nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act. Subject to applicable law and regulations, if the Committee consists of three or more members, the Board may appoint, for a period not to exceed two (2) years, one or more members who do not meet the independence requirements of the Nasdaq Stock Market and as otherwise set forth above and who is not a current employee of the Company or an immediate family member of such employee if the Board, under exceptional and limited circumstances, determines that membership on the Committee by the individual or individuals is required in the best interests of the Company and its shareholders. The Board shall disclose in the next proxy statement after such determination the nature of the relationship and the reasons for the determination.
In order to fulfill its role, the Committee shall be organized and governed in the following manner:
| · | Committee members will be appointed and removed by the Board on the recommendation of the Corporate Governance and Nominating Committee; |
| · | Action may be taken by the Committee (or any subcommittee of the Committee) upon the affirmative vote of a majority of the members of the Committee (or subcommittee) provided, however, at any time the Committee consists of two members, if one member recuses himself or herself due to a potential conflict of interest, action may be taken by the other member; |
| · | Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least twenty-four hours prior to the meeting (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice); |
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| · | Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing or electronic submission; and |
| · | The Committee shall have the authority to delegate to subcommittees of the Committee any of the responsibilities of the full Committee. |
Adopted March 25, 2016
To be amended June 2016 following expected corporate name change to Protagenic Therapeutics, Inc.
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Exhibit 99.3
Charter of the Corporate Governance and Nominating Committee of the
Board of Directors of Atrinsic, Inc. (the “Company”)
Function
The Corporate Governance and Nominating Committee (the “Committee”) shall, among other things, review and recommend policies to the Board of Directors of the Company (the “Board”) regarding Board procedures, Board leadership, the process for annual evaluations of the performance of the Board, the Chairman of the Board, the Executive Chairman, and/or the Chief Executive Officer and issues of corporate public responsibility, including charitable contributions; evaluate the independence of Board members and serve as the Company’s nominating committee to review the requisite skills and criteria for new Board members as well as the composition of the Board as a whole, recommend a slate of director nominees to be proposed by the Board to the Company’s stockholders, recommend any director nominees to be elected by the Board to fill interim vacancies and recommend directors for membership on the Board committees. If a director believes that a significant issue exists that implicates corporate governance at the Company, that director should promptly bring such issue directly to the attention of the Committee; absent unusual circumstances, discussion with the Committee should occur prior to raising the matter with other directors or members of management.
Organization and Governance
The Committee shall consist of not less than two members appointed by the Board at the recommendation of the Committee who may or may not satisfy the independence and eligibility requirements of the Nasdaq Stock Market.
In order to fulfill its role, the Committee shall be organized and governed in the following manner:
| · | Committee members will be appointed and removed, with or without cause, by the Board; |
| · | Action may be taken by the Committee (or any subcommittee of the Committee) upon the affirmative vote of a majority of the members of the Committee (or subcommittee); provided, however, at any time the Committee consists of two members, if one member recuses himself or herself due to a potential conflict of interest, action may be taken by the other member; |
| · | Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least twenty-four hours prior to the meeting (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice); |
| · | Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing or by electronic transmission; and |
| · | The Committee shall have the authority to delegate to subcommittees of the Committee any responsibilities of the full Committee. |
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Management Oversight
The Committee shall oversee the development and presentation to the Board of management’s plans for succession to senior management positions in the Company, including the position of Chief Executive Officer.
Other
The Committee shall:
| · | Periodically review and assess the adequacy of this charter and submit any changes to the Board for approval; |
| · | Periodically perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluation; |
| · | Periodically evaluate the Company’s Code of Business Conduct and Ethics (including the Company’s Policy Statement on Insider Trading and Disclosure by Company Personnel, Directors and Executive Officers) and, if appropriate, recommend changes thereto; and |
| · | Review such other matters as the Board or the Committee shall deem appropriate. |
Powers of the Corporate Governance and Nominating Committee
In order to fulfill its role, the Committee shall have the authority to retain and terminate a search firm to assist in the identification of director candidates, and have the authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors and to authorize payment of such advisors with Company funds.
Adopted March 25, 2016
To be amended June 2016 following expected corporate name change to Protagenic Therapeutics, Inc.
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