Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(d) On January 19, 2022, the Board of Directors (the "Board") of Annexon, Inc. (the "Company") appointed Bettina M. Cockroft, M.D., to the Board, effectively immediately. Dr. Cockroft will serve as a Class III director with a term expiring at the 2023 annual meeting of stockholders and until her successor has been elected and qualified.

Pursuant to the Company's non-employee director compensation program, as a non-employee director, Dr. Cockroft will receive (i) a $35,000 annual retainer for her service on the Board, (ii) 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 U.S. Securities and Exchange Commission (the "SEC") on July 20, 2020.

In addition, Dr. Cockroft 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 January 20, 2022, announcing the appointment of Dr. Cockroft 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 January 20, 2022.

104           Cover Page Interactive Data File, formatted in inline XBRL.

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