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.
(d)
Effective June 13, 2024, the Board of Directors (the “Board”) of Xilio Therapeutics, Inc. (the “Company”) increased the size of the Board to nine directors and, on the recommendation of the Nominating and Corporate Governance Committee of the Board, elected James Shannon, M.D., as a Class I director of the Company, with a term expiring at the Company’s 2025 annual meeting of stockholders, and Aoife Brennan, M.D., as a Class III director of the Company, with a term expiring at the Company’s 2027 annual meeting of stockholders, with each of Drs. Shannon and Brennan to serve until his or her respective successor has been duly elected and qualified or until his or her earlier resignation, death, or removal. In connection with his election to the Board, Dr. Shannon was appointed to the Nominating and Corporate Governance Committee of the Board, and in connection with her election to the Board, Dr. Brennan was appointed to the Audit Committee of the Board.
Drs. Shannon and Brennan will each receive compensation for their respective service as a director and committee member in accordance with the Company’s standard arrangements for non-employee directors, which are described on page 28 of the Company’s proxy statement for its 2024 annual meeting of stockholders, as filed with the U.S. Securities and Exchange Commission on April 25, 2024. Drs. Shannon and Brennan will also enter into the Company’s standard indemnification agreement in the form previously approved by the Board, a copy of which is filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
XILIO THERAPEUTICS, INC. | ||
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Date: June 13, 2024 | By: | /s/ Chris Frankenfield |
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| Chris Frankenfield |
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| Chief Operating Officer |