Vir Biotechnology Inc. filed SEC Form 8-K: Leadership Update
$VIR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2026
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2026, the Board of Directors (the Board) of Vir Biotechnology, Inc. (the Company), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved an increase in the size of the Board from seven to eight members and the appointment of Timothy Coughlin, CPA, to fill the newly created vacancy and serve on the Board as a Class III director until the Company’s 2028 annual meeting of stockholders, as well as the appointment of Mr. Coughlin as Chair of the Audit Committee of the Board, in each case effective immediately. Mr. Coughlin was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person, and there are otherwise no related party transactions between the Company and Mr. Coughlin that are subject to disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Coughlin will receive the standard cash and equity compensation set forth in the Company’s non-employee director compensation policy and described under the caption “Director Compensation” in the Company’s 2026 Proxy Statement, filed with the Securities and Exchange Commission (SEC) on April 16, 2026. Pursuant to the automatic grant program under such policy, on his appointment date, Mr. Coughlin was granted stock option and restricted stock unit awards under the Company’s 2019 Equity Incentive Plan, each in the amounts set forth and subject to vesting and other terms as provided for in the policy.
In addition to the indemnification provided for directors in the Company’s Bylaws, the Company has entered into its standard form of indemnity agreement with Mr. Coughlin, a copy of which was previously filed as Exhibit 10.1 to the Company’s registration statement on Form S-1 (File No. 333-233604), filed with the SEC on September 3, 2019.
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.
| VIR BIOTECHNOLOGY, INC. | |||||||||||
| Date: | June 10, 2026 | By: | /s/ Marianne De Backer | ||||||||
| Marianne De Backer, M.Sc., Ph.D., MBA President and Chief Executive Officer | |||||||||||