Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
Appointment of Principal Financial and Accounting Officer
On March 30, 2023, Kevin Brennan joined Xilio Therapeutics, Inc. (the “Company”) as Senior Vice President, Finance and Accounting, and the board of directors (the “Board”) of the Company appointed Mr. Brennan to serve as the Company’s principal financial officer and principal accounting officer.
Mr. Brennan, age 53, has more than 25 years of finance and accounting experience within the biotechnology industry. Prior to joining the Company, Mr. Brennan most recently served as vice president of finance at Allena Pharmaceuticals, Inc., a public biopharmaceutical company (“Allena”), from November 2020 to March 2023, where he oversaw Allena’s accounting and finance operations and strategy, as well as public company reporting. From October 2011 to October 2020, Mr. Brennan held finance and accounting roles of increasing responsibility at Allena. Prior to that, Mr. Brennan served in finance and accounting roles at various companies within the biotechnology industry. Mr. Brennan began his career in the audit practice at KPMG LLP, and he received a B.S. in accounting from the Wallace Carroll School of Management at Boston College.
In connection with Mr. Brennan’s commencement of employment, the Company entered into an offer letter with Mr. Brennan pursuant to which he is entitled to an annual base salary of $370,000. Mr. Brennan is also eligible for an annual incentive bonus targeted at 35% of his base salary. In addition, subject to the terms of the offer letter, effective April 1, 2023, the Company granted Mr. Brennan a non-qualified stock option to purchase 55,000 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the date immediately preceding the date of grant, as no closing price was available for the date of grant. The stock option has a ten-year term and will vest as to 25% of the shares underlying the stock option on the first anniversary of Mr. Brennan’s commencement of employment, and the remaining 75% of the shares of common stock underlying the stock option will vest in 36 equal monthly installments thereafter, subject to continued service to the Company or any of its subsidiaries through each applicable vesting date. Mr. Brennan is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans.
In addition, the Company and Mr. Brennan entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-259973) filed with the Securities and Exchange Commission on October 1, 2021.
The foregoing description of the offer letter with Mr. Brennan is qualified in its entirety by reference to the full text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
(e)
The information contained in Item 5.02(c) of this Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 28, 2023, the Board adopted amended and restated bylaws of the Company (as amended and restated, the “Second Amended and Restated Bylaws”), effective immediately to, among other things:
| ● | Amend certain procedures governing notice of each meeting of stockholders, including providing the record date for determining stockholders entitled to vote at the meeting; |
| ● | Eliminate the former requirement regarding availability of the voting list during stockholder meetings, consistent with recent amendments to Section 219 of the Delaware General Corporation Law (the “DGCL”); |
| ● | Clarify the procedures governing adjournment of the stockholder meetings, consistent with recent amendments to Section 222 of the DGCL; |
