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).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses