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.
(b) Resignation of Director
On November 9, 2021, Carl Gordon, Ph.D., C.F.A. submitted his resignation as a director of ORIC Pharmaceuticals, Inc. (the “Company”). Dr. Gordon’s resignation was voluntary and did not result from any disagreement with the Company or the Company’s Board of Directors (the “Board”).
(d) Election of Director
On November 9, 2021, the Board appointed Angie You, Ph.D. to serve as a Class II director, with a term expiring at the Company’s 2022 annual meeting of stockholders, as well as serve as a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee.
There are no arrangements or understandings between Dr. You and any other person pursuant to which Dr. You was selected as a director. In addition, there are no transactions in which Dr. You has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Dr. You will receive compensation for her service pursuant to the Company’s non-employee director compensation policy as described in the Company’s proxy statement (File No. 001-39269). This includes an annual cash retainer of $35,000 per year for service as a non-employee director, $7,500 per year for service as an Audit Committee member and $4,000 per year for service as a Nominating and Corporate Governance Committee member. Additionally, as a new non-employee director, Dr. You was granted a stock option to purchase 33,250 shares of common stock upon her appointment to the Board. This stock option will vest as to 1/36th of the total number of shares on each monthly anniversary of Dr. You’s commencement of service as a non-employee director, subject to her continued service through the applicable vesting date. In the event of a change in control (as defined in the Company’s 2020 Equity Incentive Plan), the stock option will vest in full. In addition, Dr. You also executed the Company’s standard form of indemnification agreement.
A copy of the press release announcing Dr. You’s appointment as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 10, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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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.
| ORIC PHARMACEUTICALS, INC. | ||||||
| Date: November 10, 2021 | By: | /s/ Dominic Piscitelli | ||||
| Dominic Piscitelli Chief Financial Officer | ||||||
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