Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On March 16, 2021 (the "Effective Date"), the Board of Directors (the "Board")
of Talis Biomedical Corporation (the "Company") increased the authorized size of
the Board from eight (8) to nine (9) members, creating a vacancy on the Board.
On the Effective Date, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, the Board appointed Jeryl L. Hilleman to fill
the vacant Board seat and to serve as Class III director of the Board with an
initial term expiring at the Company's 2024 Annual Meeting of Stockholders. Ms.
Hilleman was also appointed as chairperson of the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Hilleman and any other
persons pursuant to which she was selected as a director of the Company. The
Board has determined that Ms. Hilleman is independent under applicable U.S.
Securities and Exchange Commission requirements and Nasdaq listing
standards. There is no transaction involving Ms. Hilleman that requires
disclosure under Item 404(a) of Regulation S-K. As of the Effective Date, Ms.
Hilleman will participate in the Company's Non-Employee Director Compensation
Policy pursuant to which she will receive cash compensation and an option grant
for her service on the Board and the Audit Committee of the Board. The Company
will also enter into its standard form of indemnification agreement with Ms.
Hilleman.
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