Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Appointment of New Director

On May 20, 2020, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the "Board") of SpringWorks Therapeutics, Inc. (the "Company") appointed Julie Hambleton to join the Board, effective as of May 20, 2020. The Board determined that Dr. Hambleton is independent under the listing standards of Nasdaq and the Company's corporate governance guidelines. Dr. Hambleton will serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2022. Dr. Hambleton was not appointed to serve on any committees of the Board at this time.

As a non-employee director, Dr. Hambleton will receive cash compensation and an equity award for her Board service in accordance with the Company's non-employee director compensation policy. In connection with her appointment, Dr. Hambleton received an initial equity grant of options to purchase up to 14,668 shares of the Company's common stock having an exercise price of $38.03, the closing market price of the Company's common stock on the Nasdaq Global Select Market on May 20, 2020.

Dr. Hambleton is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Hambleton and any other persons pursuant to which she was selected as a director. In addition, Dr. Hambleton will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

On May 26, 2020, the Company issued a press release announcing the appointment of Dr. Hambleton to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2020, the Board approved an amendment to the Company's Amended and Restated By-laws (the "By-laws Amendment"). The By-laws Amendment amends and restates Section 8 of Article VI to designate the United States District Court for the District of Connecticut as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended. The Board approved this By-laws Amendment in order to reduce any potential expenses that the Company may incur in connection with certain actions or proceedings if the Company were required to defend any such potential actions or proceedings in multiple jurisdictions and in parallel proceedings in federal and state courts simultaneously.

The foregoing summary and description of the provisions of the By-laws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws Amendment, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2020, the Company held its annual meeting of stockholders to consider and vote on the proposals set forth below each of which is described in greater detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2020. The final voting results are set forth below.

Proposal 1 - Election of Directors

The stockholders elected each of the two persons named below to serve as a Class I director of the Company for a three-year term that expires at the Company's annual meeting of stockholders in 2023 and until his successor has been duly elected and qualified, subject to his earlier death, resignation or removal. The results of such vote were as follows:





Director Name            Votes For    Withheld    Abstentions/Non-Votes
Saqib Islam, J.D.        31,299,787   2,390,062         1,335,356
Stephen Squinto, Ph.D.   30,121,859   3,567,990         1,335,356

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of such vote were as follows:





                 Votes For    Votes Against   Abstentions/Non-Votes
                 35,006,432      15,707               3,066

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.        Description

  3.1        By-laws Amendment

  99.1       Press Release issued by SpringWorks Therapeutics, Inc. on May 26, 2020

© Edgar Online, source Glimpses