UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2020, the Board of Directors (the “Board”) of Apellis Pharmaceuticals, Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected Paul Fonteyne to the Board as a Class I director to serve until the Annual Meeting of Stockholders to be held in 2021 or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mr. Fonteyne has not yet been appointed to any committee of the Board. The Board has determined that Mr. Fonteyne is “independent” as contemplated by the Nasdaq Stock Market rules.
Mr. Fonteyne shall be entitled to receive compensation under the Company’s non-employee director compensation program. In accordance with this program, upon his election to the Board, Mr. Fonteyne received under the Company’s 2017 Stock Incentive Plan an option to purchase 37,500 shares of the Company’s common stock at an exercise price equal to $26.13 per share, the closing price of the Company’s common stock on the date of grant, which option will vest with respect to one-third of the shares on each of the first, second and third anniversaries of the grant date, subject to his continued service. In the event of a change in control of the Company, the vesting schedule of the option will accelerate in full. In addition, Mr. Fonteyne will receive annual cash compensation of $40,000 as a member of the Board and reimbursement for reasonable travel and out-of-pocket expenses incurred in connection with attending Board meetings. The Company also has entered into an indemnification agreement with Mr. Fonteyne, a form of which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apellis Pharmaceuticals, Inc. | ||||||
| Date: April 6, 2020 |
By: |
/s/ Timothy Sullivan | ||||
| Timothy Sullivan | ||||||
| Chief Financial Officer | ||||||