Item 8.01 Other Events.
As previously disclosed, on February 8, 2023, Plaintiff Jeffrey Hazelton (“Plaintiff”), derivatively on behalf of Nominal Defendant Y-mAbs Therapeutics, Inc. (the “Company”), filed a Verified Stockholder Derivative Complaint, and, on May 11, 2023, filed a Verified Amended Stockholder Derivative Complaint in the Court of Chancery of the State of Delaware (the “Action”), alleging that current and former directors of the Company breached their fiduciary duties by causing the Company to pay themselves excessive compensation in the years 2020 and 2021 and by failing to make adequate disclosures concerning the peer group used by the Company to set non-employee director compensation.
On August 27, 2024, the Company canceled 5,000 stock options issued to each of the Company’s non-employee directors as compensation for the years 2020 and 2021. Additionally, on August 27, 2024, the Compensation Committee approved an amendment to the Compensation Committee Charter which provides that the Compensation Committee shall meet at least quarterly, or more frequently as necessary, to undertake its duties. The Company also, on August 27, 2024, committed to disclose in its annual proxy statements the constituents of its peer group and relevant financial and business metrics considered in establishing the peer group, including market capitalization, and a reasonably detailed description of the process for determining and approving such peer group. The Company denies and continues to deny all allegations of wrongdoing in the Action. Plaintiff and the Company agreed that the foregoing rendered Plaintiff’s claims moot. The Company subsequently agreed to pay $225,000 in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiff and his counsel for fees and expenses in the Action.
On September 17, 2024, the Court entered an order closing the Action, subject to the Company filing an affidavit with the Court confirming that this Report on Form 8-K has been filed and constitutes notice to the putative class for purposes of Court of Chancery Rule 23.
Plaintiff’s counsel are Seth D. Rigrodsky and Gina M. Serra of Rigrodsky Law, P.A., (302) 295-5310 and Justin Kuehn and Fletcher Moore of Moore Kuehn, PLLC, (212) 709-8245. Defendants’ counsel is D. McKinley Measley of Morris, Nichols, Arsht & Tunnell LLP, (302) 658-9200, and Aric Wu of Cooley LLP, (212) 479-6550.