Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Resignation of Director

On November 3, 2022, Thilo Schroeder, Ph.D., notified PMV Pharmaceuticals, Inc. (the "Company") of his decision to resign as a member of the Board of Directors (the "Board"), which resignation was effective on that date. With the resignation, Dr. Schroeder also resigned as a member of the Company's Audit Committee and the Company's Nominating and Corporate Governance Committee. Dr. Schroeder informed the Company that his resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

Election of Director

On November 3, 2022, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of the Company unanimously approved the appointment of Carol Gallagher, Pharm.D. as a Class I director of the Company to fill the vacancy of Dr. Schroeder's seat on the Board of the Company. The effective date of Dr. Gallagher's appointment was November 3, 2022. The term of the Company's Class I directors, including Dr. Gallagher's, expires on the date of the Company's annual meeting of the stockholders to be held in 2024 or upon the election and qualification of successor directors. In connection with Dr. Schroeder's resignation from, and Dr. Gallagher's appointment to, PMV's Board of Directors, the Board of Directors appointed Kirsten Flowers to its Audit Committee and appointed Dr. Gallagher to its Nominating and Corporate Governance Committee.

Dr. Gallagher's compensation will be consistent with that provided to all of the Company's non-employee directors pursuant to the Company's Outside Director Compensation Policy, which was filed as Exhibit 10.15 to the Company's Form 10-Q for the quarter ended June 30, 2022. In addition, the Company entered into an indemnification agreement with Dr. Gallagher in connection with her appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. The form of indemnification agreement was filed as Exhibit 10.1 to the Company's Form 10-K for the fiscal year ended December 31, 2021.

There are no arrangements or understandings between Dr. Gallagher and any other persons pursuant to which Dr. Gallagher was appointed to the Board. There are no family relationships between Dr. Gallagher and any director or executive officer of the Company, and Dr. Gallagher has no direct or indirect material interest in any transaction in which the Company is a party required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On November 4, 2022, the Company issued a press release announcing Dr. Gallagher's appointment to the Board as discussed in Item 5.02 of this Current Report on Form 8-K. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished 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, except as expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.       Description

99.1          Press Release issued by PMV Pharmaceuticals, Inc., dated November 4,
            2022.

104         Cover Page Interactive Date File (the cover page tags are embedded
            within the Inline XBRL document).

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