UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 3, 2021
ARCUS BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-38419 |
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47-3898435 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
3928 Point Eden Way
Hayward, CA 94545
(Address of principal executive offices)
Registrant’s telephone number, including area code: (510) 694-6200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Titles of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on which Registered |
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Common Stock, Par Value $0.0001 Per Share |
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RCUS |
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The New York Stock Exchange |
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 5.07Submission of Matters to a Vote of Security Holders.
On June 3, 2021, Arcus Biosciences, Inc. held its annual meeting of stockholders. The results of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1: The election of four directors to hold office until the 2024 Annual Meeting of Stockholders and until each of his or her successor is duly elected and qualified:
Proposal 2: The ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of Arcus for its fiscal year ending December 31, 2021:
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Votes For |
Votes Against |
Abstentions |
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61,673,634 |
1,725,312 |
10,665 |
There were no broker non-votes for Proposal 2.
Proposal 3: The approval, on an advisory basis, of the compensation of Arcus’s named executive officers as disclosed in the Proxy Statement:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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49,380,164 |
3,932,105 |
11,237 |
10,086,105 |
Proposal 4: The approval, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of Arcus’s named executive officers:
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One Year |
Two Years |
Three Years |
Abstentions |
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53,164,922 |
5,140 |
118,467 |
34,977 |
There were 10,086,105 broker non-votes for Proposal 4.
In light of the vote on Proposal 4, Arcus has determined that it will include a stockholder vote on the compensation of Arcus’s named executive officers in its proxy materials until the next required vote on the frequency of stockholder votes on the compensation of Arcus’s named executive officers.
Item 8.01Other Events.
On June 3, 2021, the Arcus Board of Directors, upon the recommendation of the Compensation Committee, revised its Non-Employee Director Compensation Program. The Non-Employee Director Compensation Program, as so revised, is filed as Exhibit 10.1 to this Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARCUS BIOSCIENCES, INC. |
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Date: June 7, 2021 |
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By: |
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/s/ Terry Rosen, Ph.D. |
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Terry Rosen, Ph.D. |
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Chief Executive Officer |
EXHIBIT 10.1
ARCUS BIOSCIENCES, INC.
AMENDED COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS
EFFECTIVE AS OF JUNE 3, 2021
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A. |
Cash Compensation: Annual cash retainers each paid quarterly, in arrears. |
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1. |
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Retainer for each non-employee member of the Board: |
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$40,000 |
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2. |
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Additional retainer for Lead Independent Director: |
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$5,000 |
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3. |
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Additional retainer for Chair of Audit Committee: |
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$20,000 |
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4. |
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Additional retainer for Chair of Compensation Committee: |
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$15,000 |
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5. |
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Additional retainer for Chair of Nominating and Corporate Governance Committee: |
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$10,000 |
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6. |
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Additional retainer for non-Chair members of Audit Committee: |
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$10,000 |
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7. |
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Additional retainer for non-Chair members of Compensation Committee: |
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$7,500 |
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8. |
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Additional retainer for non-Chair member of Nominating and Corporate Governance Committee: |
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$5,000 |
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B. |
Equity Compensation |
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1. |
Initial equity award. An initial option to purchase up to 26,600 shares of the Company’s common stock and an initial grant of 5,700 restricted stock units (RSUs) will be granted under the Company’s 2018 Equity Incentive Plan (the “Plan”) automatically without any further action on the part of the Board or the Compensation Committee on the date the person becomes a director of the Company. The option shall have an exercise price equal to the Fair Market Value (as defined in the Plan) on the date of grant and shall vest and become exercisable in equal monthly installments over 36 months of continuous service provided by such member of the Board of Directors. The RSUs are subject to a three-year vesting schedule with one-third of the shares subject to the RSU vesting each year, subject to the director’s continuous service. The equity awards will become fully vested and exercisable in the event that the Company is subject to a change in control. |
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Annual equity award. An annual option to purchase up to 14,100 shares of the Company’s common stock and an annual grant of 3,000 RSUs will be granted under the Plan automatically without any further action on the part of the Board or the Compensation Committee on the date of the Company’s annual meeting of stockholders. The option shall have an exercise price equal to the Fair Market Value (as defined in the Plan). Subject to the director’s continuous service on the Board of Directors, the annual equity awards will vest and become exercisable in full on the earlier of (x) the date that is 12 months following the date of grant or (y) the date of the next annual stockholder meeting following the grant. The annual equity awards will become fully vested and exercisable in the event that the Company is subject to a change in control. The foregoing notwithstanding, a new director who has received an initial equity award will not in the same calendar year receive an annual equity award. |
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“Change in Control” shall mean (i) a sale, conveyance or other disposition of all or substantially all of the assets, property or business of the Company, except where such sale, conveyance or other disposition is to a wholly owned subsidiary of the Company, (ii) a merger or consolidation of the Company with or into another corporation, entity or person, other than any such transaction in which the holders of voting capital stock of the Company outstanding immediately prior to the transaction continue to hold a majority of the voting capital stock of the Company (or the surviving or acquiring entity) outstanding immediately after the transaction (taking into account only stock of the Company held by such stockholders immediately prior to the transaction and stock issued on account of such stock in the transaction), or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company; provided, however, that a Change in Control shall not include any transaction or series of related transactions (1) principally for bona fide equity financing purposes or (2) effected exclusively for the purpose of changing the domicile of the Company. A series of related transactions shall be deemed to constitute a single transaction for purposes of determining whether a Change in Control has occurred. In addition, if a Change in Control constitutes a payment event with respect to any amount that is subject to U.S. Internal Revenue Code Section 409A, then the transaction must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by such U.S. Internal Revenue Code Section 409A. |
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C. |
Expenses |
The reasonable expenses incurred by directors in connection with attendance at Board or committee meetings will be reimbursed upon submission of appropriate substantiation.