Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 19, 2020, the Board of Directors (the "Board") of AVROBIO, Inc. (the
"Company") increased the size of the Board from seven directors to eight
directors and appointed Gail M. Farfel, Ph.D., as a director of the Company,
effective immediately, to fill the vacancy created by such increase. Dr. Farfel
was also appointed to serve as a member of the Science & Technology Committee of
the Board. Dr. Farfel will serve as a Class I director, to serve until the
Company's annual meeting of stockholders in 2022.
Dr. Farfel will be compensated for her service as a non-employee director under
the Company's Non-Employee Director Compensation Policy, as amended (the
"Policy"). In connection with her appointment to the Board and in accordance
with the Policy, the Company granted Dr. Farfel an option to purchase 28,000
shares of the Company's common stock pursuant to the Company's 2018 Stock Option
and Incentive Plan. As a non-employee director, Dr. Farfel is also entitled to
receive an annual service retainer of $39,000, which includes $4,000 for her
service as a member of the Science & Technology Committee, and additional annual
stock option awards, subject to her continued service on the Board.
The Company also entered into an indemnification agreement with Dr. Farfel in
connection with her appointment to the Board, which is in substantially the same
form as that entered into with the other directors of the Company. There are no
arrangements or understandings between Dr. Farfel and any other persons pursuant
to which she was appointed as a director, and there are no transactions in which
a related person has a direct or indirect material interest that are required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On October 21, 2020, the Company issued a press release titled "AVROBIO Appoints
Dr. Gail Farfel to its Board of Directors." A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended
to be furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of AVROBIO, Inc., dated October 21 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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