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VERMILLION, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Conditional Resignation of Class I Director On April 17, 2014, the board of directors (the "Board") of Vermillion, Inc. (the "Company") adopted amendments to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Company Charter") and Fourth Amended and Restated Bylaws (the "Company Bylaws") that, subject to the adoption by the Company's stockholders at the Company's 2014 annual meeting of stockholders (the "2014 Annual Meeting") and the filing of the amendment to the Company Charter with the Secretary of State of the State of Delaware, would commence the process of declassifying the Board beginning at the 2014 Annual Meeting. In connection with the adoption of the amendments to the Company Charter and the Company Bylaws (the "Amendments"), the current Class I director, Peter S. Roddy, (whose term would otherwise expire at the Company's annual meeting of stockholders to be held in 2016, absent stockholder adoption of the Amendments and the filing of the amendment to the Company Charter with the Secretary of State of the State of Delaware) delivered a conditional resignation to the Board on April 17, 2014. Pursuant to such conditional resignation, subject to and conditioned upon (i) the adoption by the Company's stockholders at the 2014 Annual Meeting of the Amendments and (ii) the filing of the amendment to the Company Charter with the Secretary of State of the State of Delaware, the current Class I director of the Board, Peter S. Roddy, resigned from the Board effective immediately prior to the 2015 annual meeting of stockholders of the Company. The purpose of this resignation is to expedite the transition to a declassified Board. -------------------------------------------------------------------------------- |