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

Gritstone bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 December 17, 2021, Gritstone bio, Inc. (the “Company”) announced the appointment of Clare Fisher to the Board of Directors of the Company, effective as of January 1, 2022. Ms. Fisher is being appointed to serve as a Class III director with a term expiring at the Company’s 2024 Annual Meeting of Stockholders. In addition, the Company announced the resignation of Judith Li, director of the Company since 2017, from the Board. Ms. Li notified the Company of her intention to resign from the Board on December 14, 2021, effective as of January 1, 2022. The resignation of Ms. Li was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. Ms. Li’s resignation was to focus on her role as a partner at Lilly Asia Ventures. In connection with the resignation of Ms. Li, Ms. Fisher was appointed to the Nominating and Corporate Governance Committee of the Board to fill Ms. Li’s seat, effective as of January 1, 2022. The Board also decided that Elaine V. Jones, Ph.D., Chair of the Board of Directors of the Company, will serve as Chair of the Nominating and Corporate Governance Committee of the Board, effective as of January 1, 2022.

As provided in the Company’s Non-Employee Director Compensation Program (as amended, the “Director Compensation Program”), Ms. Fisher will receive an annual cash retainer of $40,000 per year and additional annual retainers for committee service as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2021 (the “2021 Proxy Statement”). Under the Director Compensation Program, upon the effectiveness of her appointment, Ms. Fisher will automatically be granted an option to purchase 38,000 shares of the Company’s common stock (the “Initial Option”) pursuant to the Company’s 2018 Incentive Award Plan (as amended from time to time in accordance with its terms, the “Incentive Award Plan”). The Initial Option will vest in substantially equal monthly installments for three years from the date of grant, subject to continued service through each applicable vesting date. The exercise price per share of the Initial Option is equal to the Fair Market Value (as such term is defined in the Incentive Award Plan) of a share of the Company’s common stock determined pursuant to the Incentive Award Plan. Ms. Fisher is also expected to enter into the Company’s standard indemnification agreement.

There are no arrangements or understandings between Ms. Fisher and any other persons pursuant to which she was selected as a director of the Company. Ms. Fisher is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

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.