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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 January 3, 2023, the Board of Directors (the “Board”) of the Fulgent Genetics, Inc. (the “Company”) appointed Ms. Regina (“Reggie”) Groves to serve as a member of the Board. Following the appointment of Ms. Groves to the Board, the Company reconstituted its committees as set indicated in the chart below:
Director |
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Audit |
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Compensation |
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Nominating & Governance |
Linda Marsh |
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X |
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Chair |
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X |
Michael Nohaile |
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X |
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X |
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Chair |
Reggie Groves |
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Chair |
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X |
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X |
Ms. Groves’ appointment to the Audit Committee of the Board of Directors (the “Audit Committee”) cures the Company’s non-compliance with Nasdaq Stock Market Listing Rule 5605, which requires the Audit Committee to be comprised of a minimum of three independent directors, as was previously disclosed on a Current Report on Form 8-K filed by the Company on November 18, 2022.
Ms. Groves will receive compensation for her service as a member of the Company’s Board in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy filed as Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2022, as may be amended from time to time.
Also, in connection with her appointment to the Board, Ms. Groves entered into an indemnification agreement (the “Indemnification Agreement”) with the Company. The Indemnification Agreement is substantially the same as the form of indemnification agreement that the Company has entered into with its other directors, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-213469), filed with the SEC on September 2, 2016. The Indemnification Agreement provides that the Company will indemnify the relevant director for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as a director.
There are no arrangements or understandings between Ms. Groves and any other persons pursuant to which Ms. Groves was elected as a director of the Company. Ms. Groves will serve as a director of the Company until the next annual meeting of stockholders of the Company or until the earlier of her death, resignation, removal or election or appointment of her successor.
Item 8.01 Other Events.
On January 3, 2022, the Company issued a press release announcing Ms. Groves’ appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press Release of Fulgent Genetics, Inc., dated January 3, 2023 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Date: January 3, 2023 |
FULGENT GENETICS, INC. |
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By: |
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/s/ Paul Kim |
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Name: |
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Paul Kim |
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Title: |
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Chief Financial Officer |