Why are Goldberg and Poorvin resigning on 2/5/14—one day before the annual meeting—rather than at the meeting on 2/6/14? There may be some legal nuance to explain this, but a simple practical reason might be that these two individuals do not wish to attend the meeting. By having them resign before the annual meeting, ENTA won’t get penalized on a metric used by some corporate-governance watchdogs: the proportion of directors who attend the annual shareholders’ meeting and meetings of the BoD.
Leaving early may put these two directors in violation of the terms of their prior contract. The whole event is quite unusual and I can't help but feel you are sugarcoating it. It's wide open for speculation. I'm still bullish and long ENTA.
ENTA's CEO Jay Luly exercised and held 250,000 options—about $8M worth of stock—on 1/10/14 (last Friday, the same day as the 8-K filing about the BoD resignations):
That Luly is holding the execised shares rather than selling them is quite bullish, of course. (The options in question did not expire until Jul and Dec 2014.)