Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2021, the Board of Directors (the “Board”) of Sigilon Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Brooke Story, to the Board, effective immediately, as a Class III director whose term will expire at the Company’s 2023 Annual Meeting of Stockholders.
On June 14, 2021, Ms. Story was also appointed to serve as a member of the Audit Committee of the Board. In connection with Ms. Story’s appointment to the Audit Committee, Doug Cole, M.D., resigned as a member of the Audit Committee. Dr. Cole will continue as Chairperson of the Board and the Nominating and Corporate Governance Committee.
There are no family relationships between Ms. Story and any director or executive officer of the Company, and she does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Story will be compensated in accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”). Pursuant to the Policy, on June 14, 2021, Ms. Story was granted an initial, one-time equity award of an option to purchase 17,777 shares of the Company’s common stock with an exercise price of $11.19, which was the closing price of the Company’s common stock on the date of grant. The option has a ten-year term, and one-third of the shares underlying the option will vest on each of the first three anniversaries of the date of grant, subject to Ms. Story’s continuous service through each applicable vesting date.
Pursuant to the Policy, Ms. Story will receive an annual cash retainer in the amount of $35,000 for service on the Board and an additional annual cash retainer in the amount of $7,500 for service as a member of the Audit Committee. Ms. Story will also be entitled to receive an annual award of an option to purchase 8,888 shares of the Company’s common stock, provided that in no event will any such annual grant have a grant date fair value, determined in accordance with FASB ASC 718, that exceeds $300,000. Such annual awards will be granted starting with the Company’s 2022 Annual Meeting of Stockholders, and the award will vest in full on the first anniversary of the date of grant, subject to Ms. Story’s continued service through the vesting date.
The Company also intends to enter into its standard form of indemnification agreement with Ms. Story.
Item 7.01 Regulation FD Disclosure.
On June 16, 2021, the Company announced in a press release the appointment of Ms. Story to the Board. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in Item 7.01 of this Form 8-K (including Exhibit 99.1 attached hereto) is being 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 into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filling.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
