Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Stephen Squinto, Ph.D. as a Class I Director
On July 14, 2022, Stephen Squinto, Ph.D. informed the Board of Directors (the
"Board") of SpringWorks Therapeutics, Inc. (the "Company") that he is resigning
as a member of the Board and as a member of the research and development
committee of the Board, effective immediately. Dr. Squinto's resignation is not
the result of any dispute or disagreement with the Company.
The Company and Dr. Squinto have entered into a consulting agreement, effective
immediately following his resignation, pursuant to which Dr. Squinto has agreed
to provide consulting and advisory services to the Company from time to time,
for a period of two (2) years. The Company has agreed to pay Dr. Squinto an
hourly rate of $300 for providing such consulting services and reimburse for any
pre-approved reasonable, documented out-of-pocket expenses.
Appointment of Carlos Alban as a Class I Director
Also on July 14, 2022, upon the recommendation of its Nominating and Corporate
Governance Committee, the Board appointed Carlos Alban as a member of the Board,
effective as of July 14, 2022. The Board determined that Mr. Alban is
independent under the listing standards of Nasdaq and the Company's corporate
governance guidelines. Mr. Alban will serve as a Class I director with a term
expiring at the annual meeting of stockholders to be held in 2023. Mr. Alban was
not appointed to serve on any committees of the Board at this time.
As a non-employee director, Mr. Alban will receive cash compensation and equity
awards for his Board service in accordance with the Company's amended and
restated non-employee director compensation policy. In connection with his
appointment, Mr. Alban received initial equity grants of (i) options to purchase
up to 30,160 shares of the Company's common stock having an exercise price of
$28.93, the closing market price of the Company's common stock on the Nasdaq
Global Select Market on July 14, 2022; and (ii) restricted stock unit awards,
representing 10,058 shares of the Company's common stock.
Mr. Alban 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 Mr. Alban and any other persons pursuant to which he was
selected as a director. In addition, Mr. Alban will enter into an
indemnification agreement with the Company consistent with the form of
indemnification agreement entered into between the Company and its existing
non-employee directors.
The Company issued a press release on July 15, 2022 announcing the appointment
of Mr. Alban to the Board. A copy of this press release is furnished as Exhibit
99.1 to this report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued by SpringWorks Therapeutics, Inc. on July 15, 2022.
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