Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2014, the Board of Directors (the "Board") of Transgenomic, Inc.
("Transgenomic") appointed John D. Thompson as a Class II director of
Transgenomic. Mr. Thompson will serve as a member of the Audit Committee of the
Mr. Thompson, age 65, retired as the Senior Vice President, Strategy & Corporate
Development from Invitrogen Corporation, a maker of chemical kits used to
analyze and clone genes (now Life Technologies (NASDAQ: LIFE)), at the end of
2007, after serving 28 years with the company and its predecessors. Since 2009,
Mr. Thompson has provided consulting services to companies in the life sciences
and electronics industries and, since March 2014, has served as a member of the
Board of Directors of Molecular Transfer, Inc., a privately-held biotechnology
company that discovers, develops and commercializes technologies and products
for gene delivery and stem cell based research. Mr. Thompson was on the Board of
Directors of Biomatrica, Inc., a privately-held biotechnology company that
develops innovations for preservation of biological materials and enhances assay
capabilities, from 2008 until April 2014. He was also on the Board of Directors
of Designer Molecules, Inc., a privately-held company creating unique thermoset
resins, oligomers and epoxy curatives for the electronics and other industries,
from 2008 until December 2012.
On May 14, 2014, in connection with his appointment to the Board, Mr. Thompson
was granted an option to purchase 5,000 shares of Transgenomic's common stock
with an exercise price of $4.14, which will vest in full on the one-year
anniversary of the date of grant, subject to Mr. Thompson's continued service
with Transgenomic through the vesting date. As an independent director, Mr.
Thompson will be entitled to receive an annual retainer of $20,000 for his
service on the Board and an additional annual retainer of $2,500 for his service
on the Audit Committee of the Board, each in accordance with Transgenomic's
independent director compensation program, as disclosed under "Director
Compensation" in Transgenomic's Definitive Proxy Statement on Schedule 14A for
its 2014 Annual Meeting of Stockholders, filed with the Securities and Exchange
Commission on April 24, 2014.
Transgenomic also entered into an indemnity agreement with Mr. Thompson in the
same form as its standard form of indemnity agreement with its other directors.
There are no family relationships between Mr. Thompson and any director or other
executive officer of Transgenomic and Mr. Thompson was not selected by the Board
to serve as a director pursuant to any arrangement or understanding with any
person. Mr. Thompson has not engaged in any transaction that would be reportable
as a related party transaction under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated May 15, 2014
, announcing the appointment of John D.
Thompson as a Class II director of Transgenomic, Inc.