Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On and effective November 16, 2021, the Board of Directors (the "Board") of
Epizyme, Inc. (the "Company"), upon recommendation from the Nominating and
Corporate Governance Committee of the Board (the "Nominating Committee"),
elected Roy A. Beveridge, M.D. to the Board as a Class I director and a member
of the Compensation Committee of the Board (the "Compensation Committee") and
elected Carol Stuckley, M.B.A. to the Board as a Class III director and a member
of the Audit Committee of the Board (the "Audit Committee"). Dr. Beveridge's
initial term on the Board is scheduled to expire at the Company's 2023 Annual
Meeting of Stockholders, and Ms. Stuckley's initial term on the Board is
scheduled to expire at the Company's 2022 Annual Meeting of Stockholders. In
addition, on and effective November 16, 2021, the Board elected Kenneth Bate, an
existing director, to the Compensation Committee.
On November 12, 2021, Andrew R. Allen, M.D., Ph.D. submitted his resignation
from the Board, effective November 16, 2021. Dr. Allen has agreed to assist the
Company in an advisory capacity for up to 12 months from the effective date of
his resignation under the terms of a consulting agreement entered into with the
Company.
There are no arrangements or understandings between Dr. Beveridge or
Ms. Stuckley and any other person pursuant to which he or she was elected as a
director of the Company, nor do Dr. Beveridge or Ms. Stuckley have any direct or
indirect material interest in any related party transaction required to be
disclosed under Item 404(a) of Regulation S-K.
In accordance with the Company's non-employee director compensation program (the
"Compensation Program"), Dr. Beveridge and Ms. Stuckley will each receive an
annual cash retainer of $45,000 for service on the Board, which is payable
quarterly in arrears. Dr. Beveridge will receive an additional $7,500 annually
for his service on the Compensation Committee, and Ms. Stuckley will receive an
additional $10,000 annually for her service on the Audit Committee. Under the
Compensation Program, each director may elect to receive such cash retainers in
the form of shares of the Company's common stock. In addition, under the
Compensation Program, upon their election as a director, Dr. Beveridge and
Ms. Stuckley were each granted on November 16, 2021 (i) a nonstatutory stock
option to purchase 83,298 shares of the Company's common stock at an exercise
price per share of $4.27 (each, an "Option") and (ii) restricted stock units
(the "RSUs") for 16,702 shares of the Company's common stock. The number of
shares of the Company's common stock issuable upon exercise of each Option and
underlying each RSU
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award accounts for adjustment based on the terms of the Compensation Program,
which provides that, for each new director, the aggregate number of shares of
the Company's common stock issuable upon exercise of the Option and underlying
the RSU award granted to such new director shall in no event exceed a total of
100,000 shares. Each Option will vest over three years, with 33% of the shares
of the Company's common stock underlying such option vesting on the one-year
anniversary of the grant date and the balance vesting in equal monthly
installments thereafter until the third anniversary of the grant date, subject
to Dr. Beveridge's and Ms. Stuckley's continued service as a director,
respectively. The shares underlying each RSU award will vest in equal annual
installments over three years with the first installment vesting on the first
anniversary of the grant date, subject to Dr. Beveridge's and Ms. Stuckley's
continued service as a director, respectively. The Options and the RSU awards
for each of Dr. Beveridge and Ms. Stuckley were granted under the Company's 2013
Stock Incentive Plan and will become exercisable in full upon the occurrence of
a change in control of the Company.
For a full description of the Compensation Program, including a description of
the annual equity awards that Dr. Beveridge and Ms. Stuckley will be eligible
for under the Compensation Program, see Exhibit 10.26 to the Company's annual
report on Form 10-K for the year ended December 31, 2020 (File
No. 001-35945) filed with the Securities and Exchange Commission (the "SEC") on
February 23, 2021.
Also in connection with Dr. Beveridge's and Ms. Stuckley's election to the
Board, Dr. Beveridge and Ms. Stuckley have each entered into the Company's
standard form of indemnification agreement, a copy of which was filed as Exhibit
10.16 to Amendment No. 1 to the Company's Registration Statement on
Form S-1 (File No. 333- 187982) filed with the SEC on April 26, 2013. Pursuant
to the terms of that agreement, the Company may be required, among other things,
to indemnify Dr. Beveridge and Ms. Stuckley for some expenses, including
attorneys' fees, judgments, fines and settlement amounts incurred by him or her
in any action or proceeding arising out of his or her service as one of the
Company's directors.
A copy of the Company's press release announcing Dr. Beveridge's and
Ms. Stuckley's election is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by the Company on November 18, 2021
104 Cover Page Interactive Data File (embedded within XBRL document)
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