Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mr. Timothy C. Tyson to the Board
On October 4, 2016, with the recommendation of the Nominating and Corporate Governance Committee (the N&G Committee) of
the Board of Directors (the Board) of BioDelivery Sciences International, Inc. (the Company), the Board appointed Mr. Timothy C. Tyson as a Class II Director of the Company for a term that expires at the
Companys 2019 Annual Meeting of Stockholders, or until his earlier death, disability, resignation or removal. Mr. Tyson was appointed to fill a vacancy on the Board following the Boards action to increase the size of the Board from
seven to eight directors, effective October 4, 2016. The Board has yet to determine which Board committees, if any, Mr. Tyson will serve on.
There is no arrangement or understanding between Mr. Tyson and any other persons pursuant to which Mr. Tyson was selected as a
director, and there are no related party transactions involving Mr. Tyson that are reportable under Item 404(a) of Regulation S-K. There are no material plans, contracts or arrangements to which Mr. Tyson is a party or in which he
participates nor has there been any material amendment to any plan, contract or arrangement by virtue of Mr. Tysons appointment.
The following is certain biographical information regarding Mr. Tyson:
Timothy C. Tyson
has served as Chief Executive Officer of Avara Pharmaceutical Services since May 2015 and has served as
Chairman of the board of directors of Icagen Inc. since April 2014 and was a director at Icagen Inc. since October 2012. Mr. Tyson previously served as Chairman and Chief Executive Officer of Aptuit LLC, a pharmaceutical services company, from
2008 to 2012. From 2002 to 2008, Mr. Tyson served as the Chief Operating Officer, President and Chief Executive Officer of Valeant Pharmaceuticals International, Inc. (NYSE: VRX
)
(Valeant). Prior to joining Valeant,
Mr. Tyson ran multiple divisions at GlaxoSmithKline plc (LSE/NYSE: GSK) (GlaxoSmithKline) and was a member of that companys corporate executive team. During his 14-year tenure at GlaxoSmithKline, Mr. Tyson was President,
Global Manufacturing and Supply and ran Glaxo Dermatology and Cerenex Pharmaceuticals, among other things. Mr. Tyson presently serves on the boards of Tyme Technologies Inc. and Marken LLC. He has previously served on the boards of directors at
Valeant, the Pharmaceutical Research and Manufacturing Association (PhRMA) and BIOCOM, and has also served on the boards of directors of various non-profit organizations in Raleigh-Durham, North Carolina and Orange County, California, as well as the
United Way. Mr. Tyson is a 1974 graduate of the United States Military Academy at West Point. While on active duty at Ft. McClellan, Alabama, he earned a Master of Public Administration in 1976, and a Master of Business Administration in 1979
from Jacksonville State University. In 2002, Mr. Tyson received a Bicentennial Leadership Award from the United States Military Academy at West Point and was named the 2007 Alumnus of the Year at Jacksonville State University. Mr. Tyson
served on active duty as an officer of the United States Army from 1974 to 1979 and spent 14 years in the United States Army Reserves.
Among other experience, qualifications, attributes and skills, Mr. Tysons knowledge and experience in the pharmaceutical industry
led to the conclusion of the N&G Committee and of the full Board that he is qualified to serve as a director of the Company.
Appointment of
Dr. Mark Sirgo to the Position of Vice Chairman
On October 4, 2016, in accordance with the powers afforded to our Board as
set forth in the Companys Amended and Restated Bylaws, our Board created the position of Vice Chairman of the
Board and appointed Dr. Mark Sirgo, the Companys President and Chief Executive Officer and a director, to the that position. The Vice Chairman of the Board shall (i) act as a
substitute for and shall perform the duties of the Chairman of the Board (or the Executive Chairman, should that office be filled) only in the event that the Chairman of the Board or Executive Chairman is unable to perform the duties associated with
that office, and (ii) undertake such other duties and responsibilities as shall be specifically assigned to him by, and with the prior approval of, the Board.