8-K 1 crnx-8k_20190715.htm 8-K crnx-8k_20190715.htm





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2019


Crinetics Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)













(State or Other Jurisdiction of

Incorporation or Organization)


(Commission File Number)


(I.R.S. Employer Identification Number)

10222 Barnes Canyon Road, Bldg #2

San Diego, California 92121

(858) 450-6464

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange on which registered






Common Stock, par value $0.001 per share




Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2019, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Crinetics Pharmaceuticals, Inc. (the “Company”), and pursuant to the amended and restated bylaws of the Company, the Board approved an increase in its authorized size from six members to seven members and appointed Stephanie S. Okey to fill the vacancy created by such increase and serve as a Class II director, with an initial term expiring at the Company’s 2020 annual meeting of stockholders. In connection with her appointment to the Board, Ms. Okey was also appointed to the Nominating and Corporate Governance Committee of the Board.

Pursuant to the Company’s non-employee director compensation program, Ms. Okey (i) will receive an annual cash retainer of $40,000 for service on the Board and an additional annual retainer of $3,750 for service as a member of the Nominating Committee, and (ii) was granted on the date of her appointment an option to purchase 25,000 shares of the Company’s common stock, which vests over three years in three equal annual installments on each of the first three anniversaries of the grant date. Ms. Okey has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K, filed with the SEC on March 13, 2019, and incorporated herein by reference.

There is no arrangement or understanding between Ms. Okey and any other person pursuant to which Ms. Okey was appointed as a director. Ms. Okey is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Ms. Okey is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No









Press Release dated July 16, 2019.







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.




Crinetics Pharmaceuticals, Inc.




Date: July 16, 2019


/s/ R. Scott Struthers, Ph.D.



R. Scott Struthers, Ph.D.



President and Chief Executive Officer