Zevra Therapeutics, Inc. | Initiate an External Independent Investigation into the Board of Directors at Zevra Therapeutics, Inc

Status
Omitted
AGM date
Resolution details
Company ticker
ZVRA
Lead filer
Individual
Resolution ask
Other ask
ESG theme
  • Governance
ESG sub-theme
  • Other
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
That the board of directors initiate an External Independent Investigation into the Board of Directors under Chairman Tamara Favorito, Chairman Matthew Plooster, and Chairman Richard Pascoe concerning breaches of fiduciary duties including, but not limited to, issuance of share giveaways, options, and/or warrants to officers and/or directors of KMPH/ZVRA.
Supporting statement
This resolution urges the board of directors to initiate an External Independent Investigation into all areas where officers and/or directors received share giveaways, options, and/or warrants under Chairmans Favorito, Plooster, & Pascoe. According to the SEC, The fiduciary duty of a board of directors includes12345: •Exercising due care in managing the corporation's affairs. •Acting in the best interest of the corporation and its stockholders. •Upholding the duty of loyalty and obedience to the corporation. •Staying objective, responsible, honest, trustworthy, and efficient. •Making decisions that are in the best interests of the organization. The Board of Directors used company business for personal gain that was not in the best interest of the corporation and it's shareholders. The following areas are examples * When board seats were up for Pascoe, Posner, & Tierney, the board issued shares, options, and/or warrants to gain favor with officer and/or directors. This was done for personal gain in retaining their board seats and was not acting in the best interest of shareholders as it lowered shareholder value. * After shareholders overwhelmingly voted out Pascoe, Posner, & Tierney, Pascoe resigned as CEO. 8/7/23 Matthew Plooster resigned as Chairman and announced his retirement and he wouldn't run for his board seat. Joseph Saluri also announced his retirement. They remained on the board to vote Tamara Favorito as the new chairman. Shortly after, the board awarded shares, options, and/or warrants to officers and/or directors. Some were issued to individuals leaving the company, such as Richard Pascoe. These were clearly issued for personal gain and not acting in the best interests of the shareholders as it reduced their value even further. * More recently, the bad Q3 report revealed 6.1 million was awarded in non-cash stock compensation. Only 2.5 million was performance based upon the approval of Miplyffa (Arimoclomol). That leaves 3.6 million non-performance based for what purpose in a quarter where losses hit 33.2 million? Again, this is personal gain and not acting in the best interests of shareholders by lowering their value even further. These items, and more, are considered breach(s) of the fiduciary duty. Current officers and/or directors may be involved, therefore, the need for an External Independent Investigation. Please vote for this proposal to make the Board of Directors accountable to the shareholders.

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