Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Directors
On March 16, 2021, David Goel and Eric Dobmeier submitted their resignations to
the Board of Directors (the "Board") of Adaptive Biotechnologies Corporation
(the "Company"), effective March 17, 2021. Messrs. Goel and Dobmeier each stated
that they do not have any disagreement with the Company, its management, the
Board or any committee of the Board on any matter.
Election of Directors
On March 17, 2021, the Board, acting upon the recommendation of its Nominating
and Corporate Governance Committee, appointed Leslie Trigg and Dr. Katey Einterz
Owen as directors of the Company, to fill the vacancies created by the
departures of Messrs. Goel and Dobmeier. Ms. Trigg will serve as a Class II
director for a term expiring at the Company's 2021 annual meeting of
shareholders or upon her earlier death, resignation or removal. The Board also
appointed Ms. Trigg to serve as a member of the Board's Audit Committee. Dr.
Owen will serve as a Class I director for a term expiring at the Company's 2023
annual meeting of shareholders or upon her earlier death, resignation or
removal.
Both Ms. Trigg and Dr. Owen will receive compensation for their service as
members of the Board consistent with that received by the Company's other
non-employee directors pursuant to the Company's Non-Employee Director
Compensation Policy filed Exhibit 10.12 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2020.
The Board has affirmatively determined that each of Ms. Trigg and Dr. Owen are
independent in accordance with applicable NASDAQ listing rules and have no
material direct or indirect interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Both Ms. Trigg and Dr. Owen will enter into the Company's standard form of
indemnification agreement with the Company, which will provide indemnification
protection for each of them in connection with their service as a member of the
Board. In addition, both Ms. Trigg and Dr. Owen will enter into the Company's
standard form of change in control agreement with the Company, which will
provide for acceleration of all equity compensation awards under the 2019 Equity
Incentive Plan in the event of a change of control.
Item 7.01 Regulation FD Disclosure.
On March 17, 2021, the Company issued a press release announcing the foregoing
appointments. The Company's press release is attached as Exhibit 99.1 to this
current report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in the
press release attached as Exhibit 99.1 hereto shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
99.1 Press Release, dated March 17,2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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