| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 9, 2025, the Board of Directors (the “Board”) of Annexon, Inc. (the “Company”) appointed William Jones, to the Board, effectively immediately. Mr. Jones will serve as a Class I director with a term expiring at the 2027 annual meeting of stockholders and until his successor has been elected and qualified. Mr. Jones will not initially serve on any committees of the Board.
Pursuant to the Company’s non-employee director compensation program, as a non-employee director, Mr. Jones will receive (i) a $40,000 annual retainer for his service on the Board, (ii) an automatic initial grant of a stock option to purchase 88,000 shares of Common Stock under the Company’s 2020 Incentive Award Plan (the “2020 Plan”), which vests in equal monthly installments for three years from the date of grant, and (iii) on the date of each annual stockholder meeting, an automatic grant of a stock option to purchase 44,000 shares of Common Stock under the 2020 Plan, which vests on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting.
In addition, Mr. Jones will enter into the Company’s standard indemnification and advancement agreement for directors and executive officers, the form of which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 26, 2024. There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Jones and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Jones requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release, dated January 10, 2025, announcing the appointment of Mr. Jones to the Board is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
