Vir Biotechnology, Inc. filed a Form 8-K on October 28, 2026, disclosing the appointment of Suzanne Topalian, M.D., to its Board of Directors effective October 27, 2026, along with an increase in board size from eight to nine members.

Key Highlights

  • Board expanded: The Board of Directors approved an increase in size from eight to nine members, according to the filing.
  • New director appointed: Suzanne Topalian, M.D., was appointed to fill the newly created vacancy, effective October 27, 2026.
  • Class III director: Dr. Topalian will serve as a Class III director until the Company's 2028 annual meeting of stockholders.
  • Committee assignment: Dr. Topalian was also appointed to the Science and Technology Committee of the Board.
  • Equity grants issued: On her appointment date, Dr. Topalian received stock option and restricted stock unit awards under the Company's 2019 Equity Incentive Plan, per the automatic grant program.
  • No related-party transactions: The filing states there are no related-party transactions between the Company and Dr. Topalian subject to disclosure under Item 404(a) of Regulation S-K.

Vir Biotechnology Adds Dr. Topalian as Ninth Board Member

According to the Form 8-K filed by Vir Biotechnology, Inc. (NASDAQ:VIR) on October 28, 2026, the Board of Directors, acting on the recommendation of the Nominating and Corporate Governance Committee, approved both the expansion of the board from eight to nine seats and the appointment of Suzanne Topalian, M.D., to fill the resulting vacancy. Both actions were reported as effective October 27, 2026.

The filing states that Dr. Topalian will serve as a Class III director until the Company's 2028 annual meeting of stockholders and has been assigned to the Science and Technology Committee. The filing notes that Dr. Topalian "was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person," and confirms the absence of related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

As a non-employee director, Dr. Topalian is to receive standard cash and equity compensation as set forth in the Company's non-employee director compensation policy, described under "Director Compensation" in the Company's 2026 Proxy Statement filed with the SEC on April 16, 2026. The filing discloses that on her appointment date, she received stock option and restricted stock unit awards under the Company's 2019 Equity Incentive Plan through the automatic grant program, subject to vesting and other terms provided in the policy. The Company also entered into its standard form of indemnity agreement with Dr. Topalian, a form previously filed as Exhibit 10.1 to the Company's Form S-1 registration statement (File No. 333-233604), filed with the SEC on September 3, 2019.

What Was Disclosed

Vir Biotechnology disclosed the expansion of its Board of Directors to nine members and the appointment of Suzanne Topalian, M.D., as a Class III director and Science and Technology Committee member, effective October 27, 2026, along with the issuance of standard non-employee director equity awards.