Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2021, Dr. Carol Gallagher informed the Board of Directors (the
"Board") of Metacrine, Inc. (the "Company") of her resignation as a member of
the Board, the Audit Committee and the Nominating and Corporate Governance
Committee of the Board, effective as of April 1, 2021. Dr. Gallagher's decision
to resign was not related to any disagreement with the Company over any of its
operations, policies, or practices.
Mr. Jeffrey Jonker and Ms. Kristina Burow, each a current director, were
appointed by the Board to the Nominating and Corporate Governance Committee and
to the Audit Committee, respectively, to fill the vacancies on such committees
resulting from Dr. Gallagher's resignation. The Board has determined that Mr.
Jonker and Ms. Burow are independent under the listing standards of The Nasdaq
Stock Market. In addition, the Board has determined that, in its opinion, Ms.
Burow does not have any relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities as a member of the
Audit Committee and that she is considered independent under the listing
standards of The Nasdaq Stock Market and Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934 ("Exchange Act").
On April 1, 2021, upon recommendation of the Nominating and Corporate Governance
Committee of the Board, the Board appointed Dr. Julia Owens to the Board, to
fill the vacancy created by Dr. Gallagher's resignation. Dr. Owens was appointed
as a Class III director with a term expiring at the 2023 annual meeting of
stockholders at which time she will stand for reelection by the Company's
stockholders. In addition, Dr. Owens was appointed to the Compensation
Committee. The Board determined that Dr. Owens is independent under the listing
standards of The Nasdaq Stock Market and is a "non-employee director" for
purposes of Rule 16b-3 under Section 16 of the Exchange Act.
As a non-employee director, Dr. Owens will receive compensation for her Board
service in accordance with the Company's Non-Employee Director Compensation
Policy, previously filed as Exhibit 10.5 to the Company's registration statement
on Form S-1 (File No 333-248292), which policy is incorporated herein by
reference. In addition, Dr. Owens has entered into an indemnity agreement with
the Company in the form previously entered into between the Company and its
existing non-employee directors. Dr. Owens is not a party to any transaction
with the Company that would require disclosure under
Item 404(a) of Regulation S-K, and there are no arrangements or understandings
between Dr. Owen and any other persons pursuant to which she was selected as a
director.
On April 5, 2021, the Company issued a press release announcing Dr. Owens'
appointment. A copy of this press release is furnished as Exhibit 99.1 to this
report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report.
Exhibit
Number Description
99.1 Press release issued by the Company on April 5, 2021.
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