UNITED STATES
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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.
(d) Election of Directors
On March 2, 2023, the Board of Directors (the “Board”) of Edgewise Therapeutics, Inc. (the “Company”) appointed Dr. Jonathan Fox to serve (i) as a Class III director, with a term expiring at the Company’s 2024 annual meeting of stockholders, and (ii) as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”).
There are no arrangements or understandings between Dr. Fox and any other person pursuant to which Dr. Fox was selected as a director. In addition, there are no transactions in which Dr. Fox has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Dr. Fox will receive compensation for his service pursuant to the Company’s outside director compensation policy. This includes an annual cash retainer of $38,000 per year for service as an outside director, and an additional cash retainer of $4,000 per year for service as a member of the Nominating Committee. Additionally, as a new outside director, Dr. Fox was granted a stock option to purchase shares with a grant date fair value as determined in accordance with U.S. generally accepted accounting principles equal to approximately $300,000. This stock option vests as to 1/36th of the total number of shares on each monthly anniversary of the grant date, subject to Dr. Fox’s continued service through the applicable vesting date. In the event of a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan), the stock option will vest in full. In addition, Dr. Fox also executed the Company’s standard form of indemnification agreement.
A copy of the press release announcing Dr. Fox’s appointment as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 6, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
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.
| EDGEWISE THERAPEUTICS, INC. | ||
| By: | /s/ R. Michael Carruthers | |
| R. Michael Carruthers | ||
| Chief Financial Officer | ||
Date: March 6, 2023