UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 January 5, 2022, Peter Thompson, M.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 effected on January 5, 2022. With the resignation, Dr. Thompson also resigned as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee. Dr. Thompson 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 January 5, 2022, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of the Company unanimously approved the appointment of Kirsten Flowers as a director and Class I director of the Company to fill the vacancy of Dr. Thompson’s seat on the Board of the Company. The effective date of Ms. Flowers’ appointment was January 5, 2022. The term of the Company’s Class I directors, including Ms. Flowers’, 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.
Ms. Flowers’ 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-K for the year ended December 31, 2020 (the “2020 Form 10-K”). In addition, the Company entered into an indemnification agreement with Ms. Flowers 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 2020 Form 10-K.
There are no arrangements or understandings between Ms. Flowers and any other persons pursuant to which Ms. Flowers was appointed to the Board. There are no family relationships between Ms. Flowers and any director or executive officer of the Company, and Ms. Flowers 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 January 6, 2022, the Company issued a press release announcing Ms. Flowers’ 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 January 6, 2022. | |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) | |
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.
| PMV PHARMACEUTICALS, INC. | ||
| By: | /s/ Winston Kung | |
| Winston Kung | ||
| Chief Operating Officer and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Date: January 6, 2022