UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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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. |
On April 27, 2020, Halley Gilbert was appointed to the Board of Directors (the “Board”) of CytomX Therapeutics, Inc. (the “Company”), effective April 27, 2020, as a Class III director, with an initial term expiring at the Company’s 2021 annual meeting of stockholders, filling a vacancy.
Ms. Gilbert will receive the Company’s standard non-employee director compensation as described under “Director Compensation” in the Company’s preliminary proxy statement filed with the Securities and Exchange Commission on April 17, 2020. Pursuant to this program, upon appointment to the Board, Ms. Gilbert will receive an option under the Company’s 2015 Equity Incentive Plan to purchase 40,000 shares of the Company’s common stock with an exercise price of the closing price of the Company’s common stock on April 27, 2020, the effective date of Ms. Gilbert’s appointment. The option will vest and become exercisable as to 1/36th of the shares subject to the option on each monthly anniversary of the date of appointment to the Board, subject to Ms. Gilbert’s continued service to the Company through each applicable vesting date.
In connection with Ms. Gilbert’s appointment to the Board, the Company will enter into an indemnification agreement with Ms. Gilbert in accordance with the Company’s standard practice and pursuant to the form previously approved by the Board and the Company’s stockholders, which form was filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 28, 2015.
There have not been any transactions since the beginning of the Company’s last fiscal year, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Ms. Gilbert had or will have a direct or indirect material interest. There are no arrangements or understandings between Ms. Gilbert and the Company or any other persons pursuant to which Ms. Gilbert was appointed as a director of the Company.
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.
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CYTOMX THERAPEUTICS, INC. |
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Date: April 28, 2020 |
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By: |
/s/ Lloyd Rowland |
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Lloyd Rowland SVP, General Counsel |
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