C4 Therapeutics Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
$CCCC
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2024 (August 29, 2024)
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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.
Departure of Director
On August 28, 2024, Malcolm Salter informed the Board of Directors (the “Board”) of C4 Therapeutics, Inc. (the “Company”) of his intention to resign from the Board, effective upon the appointment of his successor. Mr. Salter’s resignation became effective on August 29, 2024. There are no disagreements between Mr. Salter and the Company on any matter relating to the Company’s operations, policies or practices.
Election of Director
On August 29, 2024, the Board of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), appointed Stephen Fawell, Ph.D. as a director of the Company and a member of the Science and Technology Committee of the Board. The Board determined that Dr. Fawell is independent under the applicable listing standards of The Nasdaq Stock Market.
Dr. Fawell has been designated as a Class III director, to serve until the Company’s 2026 Annual Meeting of Stockholders, in accordance with the Company’s Second Amended and Restated By-Laws and to serve thereafter until his successor has been duly elected and qualified or until his earlier death, removal or resignation.
In connection with his appointment and in accordance with the Company’s compensation policy for non-employee directors, the Company granted to Dr. Fawell stock options to purchase up to 65,000 shares of the Company’s common stock under the Company’s 2020 Stock Option and Incentive Plan. One-third of this stock option award shall vest on the first anniversary of the date of grant, with the remainder vesting quarterly over the subsequent two years, provided, however, that all vesting of this award shall cease if Dr. Fawell resigns from the Board or otherwise ceases to serve as a director of the Company or otherwise maintain a service relationship with the Company prior to any such vesting date. In addition, in connection with his election, the Company is entering into an indemnification agreement with Dr. Fawell in the same form as used with the Company’s other directors.
There are no arrangements or understandings between Dr. Fawell and any other persons pursuant to which he was selected as a director of the Company, and there are no transactions in which Dr. Fawell has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In addition, effective as of August 29, 2024, Ronald Cooper was appointed as the chair of the NCG Committee and Bruce Downey was appointed as a member of the Audit Committee.
Item 7.01 Regulation FD Disclosure.
On September 3, 2024, the Company issued a press release announcing Dr. Fawell’s appointment and Mr. Salter’s resignation from the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 thereunto duly authorized.
| C4 Therapeutics, Inc. | ||||||||
Date: September 3, 2024 | By: | /s/ Jolie M. Siegel | ||||||
| Jolie M. Siegel | ||||||||
| Chief Legal Officer | ||||||||