Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of June 28, 2022, the Board of Directors (the "Board") of
ChemoCentryx, Inc. (the "Company") increased the size of the Board from eight to
nine members, and upon the recommendation of the Nominating and Corporate
Governance Committee and pursuant to the bylaws of the Company appointed
Jennifer L. Herron, age 52, as an independent director. Ms. Herron was appointed
to serve as a Class I director, with an initial term expiring at the 2024 annual
meeting of stockholders of the Company.
Ms. Herron has served as Senior Vice President and Chief Commercial Officer of
ADC Therapeutics since November 2019. Before joining ADC Therapeutics,
Ms. Herron was Executive Vice President and Chief Commercial Officer at
Immunogen from February 2019 to March 2019. She previously served as President
and Executive Vice President, Global Commercial, at MorphoSys US from July 2018
to November 2018 and Executive Vice President and Chief Commercial Officer at
Ariad Pharmaceuticals from May 2016 to April 2017. Earlier in her career, she
held commercial leadership roles with Bristol-Myers Squibb, Novartis Oncology,
and SmithKline Beecham Oncology (GlaxoSmithKline).
Ms. Herron holds an MBA from Georgetown University and a BA in Biology and
Economics from Lehigh University.
There are no arrangements or understandings between Ms. Herron and any other
persons pursuant to which she was selected as a director, and there are no
related person transactions (within the meaning of Item 404(a) of Regulation
S-K) between Ms. Herron and the Company.
Item 7.01. Regulation FD Disclosure
On July 5, 2022, the Company issued a press release announcing changes to the
composition of its Board of Directors. Jennifer L. Herron has been appointed to
the Board as an independent director effective June 28, 2022. A copy of the
press release is being furnished as Exhibit 99.1 to this report.
The information contained in this Item 7.01, including the exhibit referenced
herein, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. Such information shall not be
incorporated by reference into any filing of 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
(d) Exhibits
The following exhibit is furnished herewith:
Exhibit
Number Description
99.1 Press release issued by ChemoCentryx, Inc., dated July 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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