Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 29, 2020, the Board of Directors (the "Board") of Arvinas, Inc. (the
"Company") elected Wendy Dixon, Ph.D. as a director of the Company, effective
immediately. Dr. Dixon was appointed as a Class III director and will serve in
accordance with the Amended and Restated Bylaws of the Company until the 2021
annual meeting of stockholders and thereafter until her successor is duly
elected and qualified or until her earlier death, resignation or removal.
Dr. Dixon was also appointed to serve on the Nominating and Corporate Governance
Committee of the Board. Following Dr. Dixon's appointment, the Nominating and
Corporate Governance Committee is now comprised of Dr. Dixon, Edward Kennedy,
Jr., and Briggs Morrison, M.D. (Chair).
In accordance with the Company's director compensation program (the "Program"),
Dr. Dixon will receive (i) annual cash compensation of $35,000 for her service
as a director, (ii) additional annual cash compensation of $5,000 as a member of
the Nominating and Corporate Governance Committee and (iii) reimbursement for
reasonable travel and other expenses incurred in connection with attending
meetings of the Board and committees thereof. In addition, in accordance with
the Program, Dr. Dixon was granted a stock option to purchase up to 24,000
shares of the Company's common stock at a per share exercise price of $31.95,
which was the closing price of the Company's common stock on June 29, 2020, the
date of grant. The option will vest monthly in equal amounts over a three-year
period following the date of grant, subject to continued service with the
Company.
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