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Arcturus Board Schedules New Proxy Showdown with Ousted CEO

Xconomy San Diego — 

After postponing a May 7 shareholder vote in a power struggle for control of San Diego’s Arcturus Therapeutics (NASDAQ: ARCT), the company’s board of directors has set a new date for its showdown with ousted CEO Joseph Payne.

In a statement Monday, Arcturus said it has rescheduled its special shareholder meeting for 10 a.m. on June 25 at the San Diego office of the Cooley law firm, its corporate counsel in the U.S. The four-member board decided last month to postpone the May 7 shareholder meeting.

The board has been locked in a power struggle with the ex-CEO since they fired Payne in January. In a subsequent lawsuit against Payne, the Arcturus board alleged that as CEO, Payne tried to mislead them about his attempt to transfer a potentially valuable drug development program to a friend’s biotech company for free.

Payne, who co-founded Arcturus and still holds a 13.7 percent stake in the company, has called the board’s allegations “baseless and defamatory.” He mounted a proxy challenge that asks shareholders to replace the incumbent board with an alternative slate of four directors. Payne also filed a lawsuit in Israel against the four Arcturus directors, alleging they had breached their fiduciary duty to shareholders.

Arcturus shareholders will vote on two competing sets of proposals at the June 25 meeting. The first three proposals were submitted by Payne, and would remove the four current board members: Stuart Collinson, Craig Willett, Daniel Geffken and David Shapiro; clarify the rules for electing board members; and elect four new members to the Arcturus board: Peter Farrell, Andrew Sassine, Magda Marquet, and James Barlow.

A competing proposal submitted by the current Arcturus board would remove Payne from his role as a director on the board of Arcturus Therapeutics Ltd., an Israeli holding company that operates Arcturus Therapeutics Inc., the San Diego biotech.