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

On April 25, 2022, the Board of Directors (the "Board") of AnaptysBio, Inc. (the "Company") completed a process to reclassify the membership of the Board's three Director classes in order to achieve a more equal apportionment of membership among the three Director classes in accordance with the requirements of the Company's Amended and Restated Certificate of Incorporation. Accordingly, effective April 25, 2022, James Topper, a member of the Board, resigned from his position as a Class I Director (with a term expiring at the Company's 2024 Annual Meeting of Stockholders), subject to and conditioned upon his immediate reappointment as a Class II Director (with a term expiring at the Company's 2022 Annual Meeting of Stockholders). The Board accepted Dr. Topper's resignation and immediately reappointed him as a Class II Director with a term expiring at the 2022 Annual Meeting of Stockholders. Dr. Topper will be nominated for election as Class II Director with a term expiring at the 2025 Annual Meeting of Stockholders at the 2022 Annual Meeting of Stockholders. The resignation and reappointment of Dr. Topper was effected solely for the purpose of achieving a more equal apportionment of membership among the Board's three classes of Directors, and for all other purposes, Dr. Topper's service on the Board is deemed to have continued uninterrupted.

Dr. Topper continues to be appointed to the Nominating and Corporate Governance Committee of the Board and there were no changes to any of Dr. Topper's compensation arrangements with or any compensation due to Dr. Topper as a result of his resignation as a Class I Director and appointment as a Class II Director.

Additionally, effective April 25, 2022, the Compensation Committee of the Board agreed to amend the employment agreements of each of the Company's current executive officers (other than the Company's Interim President and Chief Executive Officer) by means of an amendment to each such executive officer's existing employment agreement with the Company (each an "Amendment to Employment Agreement"). Pursuant to the Amendment to Employment Agreements, upon termination without Cause or a resignation for Good Reason (as defined in such executive officer's employment agreement) in connection with a change in control, such executive officer will receive, in addition to the benefits currently provided in such agreement, full payment of such executive officer's target bonus and a prorated payment of such executive officer's actual bonus for the year of termination. The foregoing description of the Amendments to Employment Agreements is not complete and is qualified in its entirety by reference to the full text of the form of the Amendments to Employment Agreement, which are filed as 10.1-10.3 hereto and are incorporated by reference herein.




Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.                Description
10.1                         Lizzul     Ame    ndment     and Restated     Employment Agreement
10.2                         Loumeau     Amendment and Restated Employment Agreement
10.3                         Mulroy     Amendment and Restated Employment Agreement
104                        Cover Page Interactive Data File (the cover page XBRL tags are embedded
                           within the inline XBRL document).

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