| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(1) Resignation of Director
On January 5, 2019, Scott Requadt, a member of the Board of Directors (the “Board”) of AVROBIO, Inc. (the “Company”), notified the Company of his resignation from the Board and all committees thereof, effective January 7, 2019. Mr. Requadt’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(2) Election of Director
On January 7, 2019, the Board elected Philip Vickers, Ph.D. as a director of the Company, effective immediately. Dr. Vickers was also appointed to serve as a member of the Compensation Committee of the Board. Dr. Vickers will serve as a Class I director, to serve until the Company’s annual meeting of stockholders in 2019.
Dr. Vickers will be compensated for his service as anon-employee director under the Company’sNon-Employee Director Compensation Policy (the “Policy”). In connection with his election and in accordance with the Policy, the Company granted Dr. Vickers an option to purchase 18,743 shares of the Company’s common stock pursuant to the Company’s 2018 Stock Option and Incentive Plan. As anon-employee director, Dr. Vickers is also entitled to receive an annual service retainer of $52,500, including $2,500 for his service as a member of the Compensation Committee, and additional annual stock option awards, subject to his continued service on the Board.
The Company also entered into an indemnification agreement with Dr. Vickers in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no arrangements or understandings between Dr. Vickers and any other persons pursuant to which he was elected as a director, and Dr. Vickers has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
| Item 7.01. | Regulation FD Disclosure. |
On January 7, 2019, the Company issued a press release titled “AVROBIO, Inc. Appoints Philip J. Vickers to its Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
