UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2020
ADAPTIMMUNE THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
| England and Wales | 1-37368 | Not Applicable | ||
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX
United Kingdom
(Address of principal executive offices, including zip code)
(44) 1235 430000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| American Depositary Shares, each representing 6 Ordinary Shares, par value £0.001 per share | ADAP | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2020 John Furey was appointed by the Board of Directors (the “Board”) of Adaptimmune Therapeutics plc (the “Company”) to replace Giles Kerr as a member of the Company’s Audit Committee effective May 29, 2020. The Board has determined that Mr. Furey, who has served on the Board and as a member of the Company’s Remuneration Committee since July 2018, meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the applicable Nasdaq rules.
Mr. Kerr, who has served on the Board since November 2016, will retire from office and has confirmed that he will not stand for re-election as a director at the Company’s Annual General Meeting to be held on May 29, 2020 (the “2020 AGM”) due to other time commitments. Mr. Kerr’s decision not to pursue re-election was not due to a disagreement with the Company. Mr. Kerr will continue to serve as a director of the Company and as a member of the Company’s Audit Committee and its Corporate Governance and Nominating Committee until the end of the 2020 AGM.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ADAPTIMMUNE THERAPEUTICS PLC | |||
| Date: April 8, 2020 | By: | /s/ Margaret Henry | |
| Name: | Margaret Henry | ||
| Title: | Corporate Secretary | ||