Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2022, the Board of Directors (the "Board") of MacroGenics, Inc. (the
"Company") approved the appointment of William K. Heiden to serve as a director
on the Board, effective immediately. Mr. Heiden has been designated as a Class
III director to hold office until the Company's 2025 Annual Meeting of
Stockholders, or until his successor has been duly elected and qualified, or
until his earlier death, resignation or removal. Mr. Heiden has been appointed
to serve as non-executive Chair of the Board, effective immediately, replacing
Mr. Paulo Costa, who served in such position until his term as a director
expired on May 19, 2022 upon the conclusion of the 2022 Annual Meeting of
Stockholders (the "Annual Meeting"). Mr. Heiden has also been appointed to the
Audit Committee of the Board, effective immediately.
Consistent with the Company's Director Compensation Program for non-employee
directors, as described under the heading "Director Compensation" in the
Company's most recent proxy statement filed with the Securities and Exchange
Commission on April 8, 2022, Mr. Heiden will receive an annual retainer as
compensation for his service. In addition, upon appointment to the Board, Mr.
Heiden has been granted an option to purchase 36,000 shares of the Company's
common stock at an exercise price of $3.96 per share, the closing market price
of the Company's common stock on the date of grant, and vesting in thirty six
(36) substantially equal monthly portions beginning on the first monthly
anniversary of the date of grant, subject to Mr. Heiden's continued service on
the Board through each vesting date.
There are no arrangements or understandings between Mr. Heiden and any other
person pursuant to which Mr. Heiden was selected as a director, and there are no
transactions in which the Company is a party and in which Mr. Heiden has a
material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 23, 2022, the Company issued a press release (the "Press Release")
announcing the appointment of Mr. Heiden to the Board. A copy of the Press
Release is furnished herewith as Exhibit 99.1 to this Current Report on Form
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (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, as amended, or the Exchange Act, whether made before
or after the date hereof, except as expressly set forth by specific reference in
such filing to this item of this report.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description of Exhibit
99.1 Press Release, dated May 23, 2022.
104 Cover Page Interactive Data (embedded within the Inline XBRL document).
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