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METACRINE, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

04/05/2021 | 04:12pm EDT

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.

       Number                           Description
        99.1       Press release issued by the Company on April 5, 2021.


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