Current Report Filing (8-k)
October 20 2016 - 12:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2016
CHEMOCENTRYX, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35420
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94-3254365
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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850 Maude Avenue, Mountain View, CA
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94043
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (650) 210-2900
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective as of October 17, 2016, upon the recommendation of the
Nominating and Corporate Governance Committee, and pursuant to the bylaws of ChemoCentryx, Inc. (the Company), the Board of Directors (the Board) of the Company appointed Henry K. McKinnell, Jr., Ph.D., age 73, to fill a
vacancy on the Board. Dr. McKinnell was appointed as a Class I director, with an initial term expiring at the 2018 annual meeting of stockholders of the Company.
Until his retirement in 2006, Dr. McKinnell was Chairman and Chief Executive Officer of Pfizer Inc., from 2001. After joining Pfizer in
1971 in Tokyo, Dr. McKinnell held positions of increasing responsibility around the world including president Asia, vice president strategic planning, chief financial officer and president and chief operating officer. Dr. McKinnell serves
as Chairman of Moodys corporation. He also serves as a director of View Ray, Inc. and the Chairman Emeritus of the Connecticut Science Center. He has served as a director of more than 12 public companies over twenty years. Dr. McKinnell
earned his bachelors degree in business from the University of British Columbia and his M.B.A. and Ph.D. degrees from Stanford University Graduate School of Business.
Dr. McKinnell will participate in the Companys non-employee director compensation program and will receive an annual retainer of
$42,500 for his service on the Board. Dr. McKinnell was also granted a restricted stock unit award of 30,120 shares of common stock of the Company which will vest in three equal installments over the three-year period following the date of
grant, subject to Dr. McKinnells continuing service on our Board of Directors on those dates. In addition, on the date of each annual meeting of stockholders of the Company, Dr. McKinnell will be eligible to receive a restricted
stock unit award having a fair market value of $90,000, vesting in full on the one-year anniversary of the grant. The non-employee director compensation program is described in further detail in the Companys Definitive Proxy Statement for its
2016 annual meeting of stockholders filed with the Securities and Exchange Commission on April 11, 2016. Dr. McKinnell will enter into the Companys standard indemnification agreement for directors, the form of which was filed as
Exhibit 10.18 to the Companys Registration Statement on Form S-1, initially filed with the SEC on October 14, 2011.
There are
no arrangements or understandings between Dr. McKinnell and any other persons pursuant to which he was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between
Dr. McKinnell and the Company. The Board has determined that Dr. McKinnell meets the applicable independence requirements of The NASDAQ Stock Market LLC.
Item 7.01 Regulation FD Disclosure.
On October 20, 2016, the Company issued a press release announcing Dr. McKinnells appointment. A copy of the press release is
being furnished as Exhibit 99.1 to this report.
The information contained in this Item 7.01, including the exhibit referenced
herein, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be
incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is furnished herewith:
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Exhibit
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Description
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99.1
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Press release issued by ChemoCentryx, Inc., dated October 20, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CHEMOCENTRYX, INC.
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Date: October 20, 2016
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By:
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/s/ Susan M. Kanaya
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Name:
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Susan M. Kanaya
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Title:
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Senior Vice President, Finance, Chief Financial Officer and Secretary
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