Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the 2021 annual meeting of stockholders (the "2021 Annual
Meeting") of NGM Biopharmaceuticals, Inc. ("NGM" or the "Company"), the Board of
Directors of the Company (the "Board"), upon the recommendation of the
Nominating and Corporate Governance Committee of the Board, nominated Roger M.
Perlmutter, M.D., Ph.D. for election as a Class II director at the 2021 Annual
Meeting as part of the Board's stated objective to evolve the Board's
composition to include more members with significant biopharmaceutical industry
and operations experience. Particularly in light of the willingness of
Dr. Perlmutter to serve as a director if elected, two of NGM's current Class II
directors, David Schnell, M.D. and McHenry T. Tichenor, Jr., who have served on
the Board since January 2008 and March 2010, respectively, notified NGM on
April 26, 2021 that they are resigning from the Board, effective upon the
expiration of their respective terms at the 2021 Annual Meeting.
Item 8.01 Other Events.
On April 28, 2021, NGM issued a press release announcing that Dr. Perlmutter has
been nominated for election as a Class II director at the 2021 Annual Meeting to
be held virtually on Tuesday, June 8, 2021 at 7:30 a.m. Pacific Daylight Time. A
copy of the press release titled "NGM Announces Nomination of Roger M.
Perlmutter for Election to its Board of Directors" is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
Important Additional Information and Where to Find It
NGM, its directors and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from stockholders in connection with
the 2021 Annual Meeting. NGM will file with the SEC and make available to its
stockholders a proxy statement in connection with such solicitation. NGM
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the names of NGM's directors and executive officers and
their respective interests in NGM by security holdings or otherwise are set
forth in NGM's proxy statement for the 2020 annual meeting of stockholders filed
with the SEC on April 8, 2020 and will be set forth in NGM's proxy statement for
the 2021 Annual Meeting, which documents are or will be available at NGM's
investor relations website at
https://ir.ngmbio.com/financial-information/sec-filings. To the extent holdings
of such participants in NGM's securities have changed since the amounts
described in the 2020 proxy statement, or if a particular participant's holdings
are not set forth in the 2020 proxy statement, such holdings (or changes
thereto) have been reflected in subsequent statements of beneficial ownership on
file with the SEC and will be reflected in NGM's proxy statement for the 2021
Annual Meeting. Information regarding the special interests of such
participants, if any, in the matters to be voted on at the 2021 Annual Meeting
will be included in the 2021 proxy statement referred to above. You can obtain
free copies of these referenced documents as described below.
The proxy statement for the 2021 Annual Meeting (and any amendments or
supplements thereto) and any other relevant documents and other material filed
by NGM with the SEC, are or will be available for no charge at the SEC's website
at www.sec.gov and at NGM's investor relations website at
https://ir.ngmbio.com/financial-information/sec-filings. Copies may also be
obtained free of charge by contacting NGM by mail at 333 Oyster Point Boulevard,
South San Francisco, California 94080, Attn: Secretary, or by telephone at (650)
Item 9.01 Financial Statements and Exhibits.
99.1 Press release, dated April 28, 2021, titled "NGM Announces
Nomination of Roger M. Perlmutter for Election to its Board of
© Edgar Online, source Glimpses