Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On February 5, 2021, William Young and Carol Gallagher, PharmD each retired
from the Board of Directors (the "Board") of Annexon, Inc. (the "Company"),
effective immediately. Existing director Thomas G. Wiggins was appointed as
Chairman of the Board following Mr. Young's retirement from the position.
Mr. Young will continue to be engaged with the Company in a consulting capacity.
(d) On February 5, 2021, the Board appointed William H. Carson, M.D. to the
Board as a Class I director, effective immediately, with a term expiring at the
2021 annual meeting of stockholders and until his successor has been elected and
qualified.
Pursuant to the Company's non-employee director compensation program, as a
non-employee director, Dr. Carson will receive (i) a $35,000 annual retainer for
his service on the Board, prorated for the remainder of the first quarter of
2021, (ii) upon his appointment, an automatic initial grant of a stock option to
purchase 20,000 shares of Common Stock under the Company's 2020 Incentive Award
Plan and (iii) on the date of each annual stockholder meeting, an automatic
grant of a stock option to purchase 10,000 shares of Common Stock under the
Company's 2020 Incentive Award Plan. The foregoing description is qualified in
its entirety by reference to the text of the Company's non-employee director
compensation program, the form of which was filed as Exhibit 10.12 to the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC") on July 20, 2020.
In addition, Dr. Carson will enter into the Company's standard indemnification
and advancement agreement for directors and executive officers, the form of
which was filed as Exhibit 10.12 to the Company's Registration Statement on Form
S-1 filed with the SEC on July 2, 2020.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release, dated February 8, 2021, announcing the
appointment of Dr. Carson to the Board is furnished as Exhibit 99.1 hereto and
is incorporated by reference herein.
The information in this Item 7.01, including the exhibit hereto, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section 11
and 12(a)(2) of the Securities Act of 1933, as amended. The information
contained herein and in the accompanying exhibit shall not be incorporated by
reference into any filing with the SEC made by 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.
Exhibit No. Description
99.1 Press Release dated February 8, 2021.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In some cases,
you can identify forward-looking statements by terminology such as "aim,"
"anticipate," "assume," "believe," "contemplate," "continue," "could," "design,"
"due," "estimate," "expect," "goal," "intend," "may," "objective," "plan,"
"positioned," "potential," "predict," "seek," "should," "target," "will,"
"would" and other similar expressions that are predictions of or indicate future
events and future trends, or the negative of these terms or other comparable
terminology. All statements other than statements of historical facts contained
in this Current Report on Form 8-K are forward-looking statements. These
forward-looking statements include, but are not limited to, statements about
Mr. Young's continued engagement with the Company in a consulting capacity.
Forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties that could cause actual results and events to
differ materially from those anticipated, including, but not limited to, risks
and uncertainties related to: the Company's history of net operating losses; the
Company's ability to obtain necessary capital to fund its clinical programs; the
early stages of clinical development of the Company's product candidates; the
effects of COVID-19 or other public health crises on the Company's clinical
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programs and business operations; the Company's ability to obtain regulatory
approval of and successfully commercialize its product candidates; any
undesirable side effects or other properties of the Company's product
candidates; the Company's reliance on third-party suppliers and manufacturers;
the outcomes of any future collaboration agreements; and the Company's ability
to adequately maintain intellectual property rights for its product candidates.
These and other risks are described in greater detail under the section titled
"Risk Factors" contained in the Company's Quarterly Report on Form 10-Qfor the
quarterly period ended September 30, 2020 filed with the SEC on November 16,
2020 and the Company's other filings with the SEC. Any forward-looking
statements that the Company makes in this Current Report on Form 8-K are made
pursuant to the Private Securities Litigation Reform Act of 1995, as amended,
and speak only as of the date of this report. Except as required by law, the
Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
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