ONCOMED PHARMACEUTICALS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(d) On October 14, 2013, the Board of Directors (the "Board") of OncoMed
Pharmaceuticals, Inc. (the "Company") appointed Mr. Michael S. Wyzga to the
Board as a Class I director, filling a vacancy on the Board created by an
increase in the authorized number of directors to ten (10) directors. The Board
also appointed Mr. Wyzga as chairman of the Audit Committee of the Board.
Mr. Wyzga will receive the compensation the Company provides to non-employee
directors under its Non-Employee Director Compensation Policy, as amended
October 14, 2013. Mr. Wyzga will receive an annual fee of $35,000 for service as
a director and an additional annual fee of $15,000 for service as chairman of
the Audit Committee. Mr. Wyzga also received an initial stock option award under
the Company's 2013 Equity Incentive Award Plan (the "2013 Plan") to purchase
27,853 shares of the Company's common stock at a purchase price of $14.00 per
share, the closing price of the Company's common stock on the date of
appointment. The stock option will vest and become exercisable as to one-third
of the shares subject thereto on each anniversary of the grant date, such that
the option will be vested and exercisable for 100% of the shares subject thereto
on October 14, 2016, subject to Mr. Wyzga's continued service to the Company
through each such vesting date and subject to the other terms and conditions of
the 2013 Plan. In the event the Company experiences a "Change of Control" as
defined in the 2013 Plan, the stock option will immediately vest and become
exercisable in full.
The Company will also enter into an indemnification agreement with Mr. Wyzga in
the form attached as Exhibit 10.16 to the Company's Registration Statement on
Form S-1 (File No. 333-181331).
Item 7.01 Regulation FD Disclosure.
On October 17, 2013, the Company issued a press release announcing the
appointment of Mr. Wyzga to the Board. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release
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