Item 2.02. Results of Operations and Financial Condition
On November 3, 2022, Kymera Therapeutics, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2022. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information contained in Item 2.02 of this Current Report on Form 8-K 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, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(1) Resignation of Director
On October 31, 2022, Donald Nicholson, Ph.D., a member of the Board of Directors (the “Board”) of the Company and the Compensation Committee of the Board, notified the Company of his resignation from the Board and all committees thereof, effective November 3, 2022. Dr. Nicholson’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Dr. Nicholson for his years of service as a director.
(2) Election of Director
On November 1, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Victor Sandor, M.D. to join the Board, effective as of November 3, 2022. Dr. Sandor will serve as a Class I director until his term expires at the 2024 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board has not determined which, if any, committee or committees of the Board Dr. Sandor will join. The Board determined that Dr. Sandor is independent under the listing standards of Nasdaq.
As a non-employee director, Dr. Sandor will receive cash compensation and an equity award for his Board service in accordance with the Company’s Non-Employee Director Compensation Policy, as amended. Dr. Sandor is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Sandor and any other persons pursuant to which he was selected as a director. In addition, Dr. Sandor has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
Item 7.01 Regulation FD Disclosure.
On November 3, 2022, the Company issued a press release announcing the appointment of Dr. Sandor to the Board. A copy of the press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
