NURIX THERAPEUTICS, INC. : Change of directors or senior management, financial statements and supporting documents (form 8-K)

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Item 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain officers; Compensatory arrangements of some

Officers.

At September 25, 2021, the board of directors (the “Board”) of Nurix Therapeutics, Inc. (the “Company”), following a recommendation from
Nomination and corporate governance committee of the Board (the “Governance Committee”), appointed each of the Judith A. Reinsdorf and Paul M. Silva to serve as a director of the Company, from October 1, 2021 (the “Effective Date”). Mrs Reinsdorf was also appointed a member of the governance committee and will serve as a category II director whose mandate will expire at the annual meeting of shareholders of the Company in 2022. Further, Mr. Silva has also been appointed a member of the audit committee of the board of directors (the “audit committee”) and will perform the duties of a category III director whose term of office will expire at the annual meeting of shareholders of the Company in 2023.

Each of the that of Mrs. Reinsdorf and that of Mr. Silva the compensation will be that provided for in the compensation program for non-employee directors of the Company (the “compensation program for non-employee directors”). As part of their election as non-employee directors of the board and in accordance with the compensation program for non-employee directors, each of the Mrs Reinsdorf and Mr. Silva will receive a pro rata portion of the $ 35,000 annual remuneration for service as director for the remaining part of the Company’s financial year ending
November 30, 2021 and a pro rata part of the $ 4000 annual compensation for service as a member of the governance committee for the remainder of the year ending November 30, 2021 (in the case of Mrs Reinsdorf) or a prorated part of the $ 7,500 annual compensation for service as a member of the audit committee for the remaining part of the year ending November 30, 2021
(in the case of Mr. Silva). In addition, in accordance with the compensation program for non-employee directors, the board granted each of the Mrs Reinsdorf and Mr. Silva, effective on the effective date (the “grant date”), a stock option to purchase 35,000 ordinary shares of the company, par value $ 0.001 per share (the “Common Shares”), at an exercise price equal to the closing sale price of the Common Shares on the grant date, as reported by the Nasdaq Global Market, which will vest monthly over three years, subject to continued service as a director on the Board (the “Initial Price”). Each of the Mrs Reinsdorf and Mr. Silva will also receive the usual annual stock compensation paid to non-employee directors on the date of each annual meeting of shareholders, which, as currently constituted under the compensation program for non-employee directors, will consist of a call option shares allowing the purchase of 17,500 ordinary shares, acquired on the first of the date of the next annual meeting of shareholders or one year from the date of grant, subject to the continuation of the functions of director within of the Board until that date (each of these attributions, an “annual attribution”). The initial grant and each annual grant will be accelerated in their entirety upon completion of a corporate transaction (as defined in the company’s 2020 stock incentive plan).

The Company has entered into its standard indemnity contract with each of the Mrs Reinsdorf and Mr. Silva. The Indemnity Agreement form was previously filed by the Company as Exhibit 10.1 of the Company’s registration statement on Form S-1 filed with the Security and Trade Commission to July 2, 2020 (File No. 333-239651) and incorporated herein by reference.

There are no arrangements or understandings between any of the Mrs Reinsdorf Where Mr. Silva and any other person under which Mrs Reinsdorf and Mr. Silva were each selected separately as a member of the Board. Neither are there any family relationships between either of the Mrs Reinsdorf Where Mr. Silva and any director or executive officer of the Company, neither of the Mrs Reinsdorf Where Mr. Silva have a direct or indirect material interest in any transaction required to be disclosed in accordance with Section 404 (a) of Regulation SK promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the press release announcing that of Mrs. Reinsdorf and that of Mr. Silva Appointment to the Board is provided herein as Exhibit 99.1 of this current report on Form 8-K.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits

The following exhibit is provided with this Form 8-K:


Exhibit No.       Exhibit Title or Description

99.1                Press Release dated September 30, 2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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