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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): March 11, 2022

 

 

Crinetics Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38583

26-3744114

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

10222 Barnes Canyon Road, Bldg. #2

 

San Diego, California

 

92121

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (858) 450-6464

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

CRNX

 

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 March 11, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Crinetics Pharmaceuticals, Inc. (the “Company”), and pursuant to the amended and restated bylaws of the Company, the Board approved an increase in its authorized size from seven members to eight members and appointed Caren Deardorf to fill the vacancy created by such increase and serve as a Class II director, with an initial term expiring at the Company’s 2023 annual meeting of stockholders. In connection with her appointment to the Board, Ms. Deardorf was also appointed to the Nominating and Corporate Governance Committee of the Board.

Pursuant to the Company’s non-employee director compensation program, Ms. Deardorf (i) will receive an annual cash retainer of $40,000 for service on the Board and an additional annual retainer of $7,500 for service as a member of the Nominating and Corporate Governance Committee, and (ii) was granted on the date of her appointment an option to purchase 25,000 shares of the Company’s common stock, which vests over three years in three equal annual installments on each of the first three anniversaries of the grant date. Ms. Deardorf has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K, filed with the SEC on March 30, 2021, and incorporated herein by reference.

There is no arrangement or understanding between Ms. Deardorf and any other person pursuant to which Ms. Deardorf was appointed as a director. Ms. Deardorf is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Ms. Deardorf is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.

On March 14, 2022, the Company issued a press release announcing Ms. Deardorf's appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated March 14, 2022.

 

 

 

104

 

Cover Page Interactive Data File (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 thereunto duly authorized.

 

 

 

Crinetics Pharmaceuticals, Inc.

 

 

 

 

Date:

March 14, 2022

By:

/s/ R. Scott Struthers, Ph. D.

 

 

 

R. Scott Struthers, Ph. D.
President and Chief Executive Officer
(Principal Executive Officer)