Vir Biotechnology, Inc. (VIR): director Suzanne Topalian, M.D. elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 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 eight to nine members and the appointment of Suzanne Topalian, M.D., 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 Dr. Topalian to the Science and Technology Committee of the Board, in each case effective as of October 27, 2026. Dr. Topalian 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 Dr. Topalian that are subject to disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Dr. Topalian 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 her appointment date, Dr. Topalian 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 Dr. Topalian, 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.