Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective October 15, 2021, the Board of Directors (the "Board") of Guardant
Health, Inc. (the "Company") increased the number of directors on the Board to
nine and appointed Myrtle Potter as a Class I director of the Company.
Ms. Potter will serve on the Board for a term expiring at the 2022 Annual
Meeting of Stockholders and until her successor is duly elected and qualified,
or until her earlier death, resignation or removal. In connection with her
appointment to the Board, Ms. Potter was also appointed to the audit committee
of the Board.
Ms. Potter currently serves as the Chief Executive Officer of Sumitovant
Biopharma, Inc., the parent company of five biotechnology subsidiaries. She
served as Vant Operating Chair at Roivant Sciences, Inc. from July 2018 to
December 2019. In that role she oversaw nine biopharmaceutical companies with
over thirty investigational drugs in eleven therapeutic areas. As Chief
Executive Officer of Myrtle Potter & Company, LLC from September 2005 to July
2018, she and her hand-picked team of experts led major strategic efforts and
the preparation for multiple product launches for numerous biopharmaceutical
companies. From 2000 to 2004, Ms. Potter served as Chief Operating Officer at
Genentech, Inc., a biopharmaceutical company, and from 2004 to 2005, she served
as the President, Commercial Operations and Executive Vice President of
Genentech. Prior to joining Genentech, she held various positions, including
President, U.S. Cardiovascular/Metabolics at Bristol-Myers Squibb, and a vice
president at Merck & Co. While at Merck, she started the company Astra Merck
Incorporated which later, through a series of transactions, became a part of
AstraZeneca PLC. Ms. Potter currently serves on the board of Liberty Mutual
Insurance Group and the Board of Trustees of The University of Chicago, and has
previously served on the boards of Amazon.com, Inc., Axsome Therapeutics, Inc.,
Express Scripts Holding Company and Medco Health Solutions, Inc. Ms. Potter
holds a Bachelor of Arts Degree from The University of Chicago.
Ms. Potter will receive the standard compensation paid by the Company to all of
its non-employee directors under the Company's Amended Non-Employee Director
Compensation Program (the "Program"). Pursuant to the Program, Ms. Potter will
receive a stock option award and restricted stock unit award, each with a value
of $362,500 (collectively, the "Initial Awards"). Although the Program provides
equity grants automatically, and without further action of the Board, to each
eligible non-employee director, the Board approved a modified grant date of
November 8, 2021 for the Initial Awards. Each of the Initial Awards will vest
with respect to one-fourth (1/4th) of the shares subject thereto on the first
anniversary of Ms. Potter's appointment to the Board, and as to the remaining
three-fourths (3/4ths) of the shares subject thereto on each monthly anniversary
of Ms. Potter's appointment to the Board during the three-year period
thereafter, subject to continued service through the applicable vesting date.
In accordance with the Company's customary practice, the Company is entering
into its standard form of indemnification agreement with Ms. Potter, which will
require the Company to indemnify her against certain liabilities that may arise
as result of her status or service as a director. The description of
Ms. Potter's indemnification agreement is qualified in its entirety by the full
text of the form of indemnification agreement, which is attached to the
Company's Registration Statement on Form S-1/A filed with the Securities and
Exchange Commission on September 18, 2018 as Exhibit 10.8.
There are no arrangements or understandings between Ms. Potter and any other
person pursuant to which she was selected as a director, nor are there any
transactions in which Ms. Potter has an interest that would be reportable under
Item 404(a) of Regulation S-K.
On October 20, 2021, the Company issued a press release announcing Ms. Potter's
appointment to the Board, which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release of Guardant Health, Inc., dated October 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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