Form 8-K ChemoCentryx, Inc. For: Oct 17

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October 20, 2016 12:04 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2016

CHEMOCENTRYX, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35420	94-3254365
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

850 Maude Avenue, Mountain View, CA		94043
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 210-2900

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

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

Effective as of October 17, 2016, upon the recommendation of the Nominating and Corporate Governance Committee, and pursuant to the bylaws of ChemoCentryx, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Henry K. McKinnell, Jr., Ph.D., age 73, to fill a vacancy on the Board. Dr. McKinnell was appointed as a Class I director, with an initial term expiring at the 2018 annual meeting of stockholders of the Company.

Until his retirement in 2006, Dr. McKinnell was Chairman and Chief Executive Officer of Pfizer Inc., from 2001. After joining Pfizer in 1971 in Tokyo, Dr. McKinnell held positions of increasing responsibility around the world including president Asia, vice president strategic planning, chief financial officer and president and chief operating officer. Dr. McKinnell serves as Chairman of Moody’s corporation. He also serves as a director of View Ray, Inc. and the Chairman Emeritus of the Connecticut Science Center. He has served as a director of more than 12 public companies over twenty years. Dr. McKinnell earned his bachelor’s degree in business from the University of British Columbia and his M.B.A. and Ph.D. degrees from Stanford University Graduate School of Business.

Dr. McKinnell will participate in the Company’s non-employee director compensation program and will receive an annual retainer of $42,500 for his service on the Board. Dr. McKinnell was also granted a restricted stock unit award of 30,120 shares of common stock of the Company which will vest in three equal installments over the three-year period following the date of grant, subject to Dr. McKinnell’s continuing service on our Board of Directors on those dates. In addition, on the date of each annual meeting of stockholders of the Company, Dr. McKinnell will be eligible to receive a restricted stock unit award having a fair market value of $90,000, vesting in full on the one-year anniversary of the grant. The non-employee director compensation program is described in further detail in the Company’s Definitive Proxy Statement for its 2016 annual meeting of stockholders filed with the Securities and Exchange Commission on April 11, 2016. Dr. McKinnell will enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1, initially filed with the SEC on October 14, 2011.

There are no arrangements or understandings between Dr. McKinnell and any other persons pursuant to which he was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Dr. McKinnell and the Company. The Board has determined that Dr. McKinnell meets the applicable independence requirements of The NASDAQ Stock Market LLC.

Item 7.01 Regulation FD Disclosure.

On October 20, 2016, the Company issued a press release announcing Dr. McKinnell’s appointment. A copy of the press release is being furnished as Exhibit 99.1 to this report.

The information contained in this Item 7.01, including the exhibit referenced herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is furnished herewith:


Exhibit Number		Description

99.1		Press release issued by ChemoCentryx, Inc., dated October 20, 2016.

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.


	CHEMOCENTRYX, INC.

Date: October 20, 2016

	By:	/s/ Susan M. Kanaya
	Name:		Susan M. Kanaya
	Title:		Senior Vice President, Finance, Chief Financial Officer and Secretary

Exhibit 99.1

LOGO

ChemoCentryx Appoints Henry A. McKinnell, Jr. to Board of Directors

MOUNTAIN VIEW, Calif., October 20, 2016 (GLOBE NEWSWIRE) – ChemoCentryx, Inc., (Nasdaq: CCXI), today announced that effective October 17, 2016, Henry A. McKinnell, Jr, Ph.D., retired chairman and chief executive officer of Pfizer Inc., has been appointed to the Company’s Board of Directors. Dr. McKinnell brings significant leadership in operations, international alliances, and commercial experience to ChemoCentryx.

During more than thirty years in the pharmaceutical industry, Dr. McKinnell held a number of executive positions including Chairman and Chief Executive Officer of Pfizer Inc. from 2001 until his retirement in 2006. Dr. McKinnell joined Pfizer in 1971 in Tokyo, and held positions of increasing responsibility around the world including president Asia, vice president strategic planning, chief financial officer and president and chief operating officer. His recent honors include, among others, the Grand Cordon of the Order of the Rising Sun, Japan’s highest award to those other than members of the Imperial Family and heads of state; the United Nations Association of the United States of America’s Global Leadership Award; the Woodrow Wilson Institute Corporate Service Award; and Stanford University’s Graduate School of Business Arbuckle Award and Excellence in Leadership Award.

“We are honored to have Hank join our Board of Directors. He is a proven leader, successful in launching and commercializing new medicines, and building pre-eminent, world-class organizations,” said Thomas J. Schall, Ph.D., President and Chief Executive Officer, ChemoCentryx. “Hank’s experience will be invaluable to our team, especially as we enter the next critical phase of our growth including initiation of the Phase III program with our lead drug candidate and subsequently proceeding into the realm of commercialization. Hank’s leadership and skills in our industry, as well as his contributions to other areas of human welfare, are internationally recognized. We look forward to his exceptional contributions to our enterprise.”

“My deep commitment to developing therapies that advance the practice of medicine and ultimately make patients’ lives better makes joining the ChemoCentryx Board a natural fit,” said Dr. McKinnell. “I look forward to working with the other board members and the ChemoCentryx management team to accomplish their goal of developing innovative therapeutics for orphan and rare diseases and to improve human health.”

Dr. McKinnell currently serves as Chairman of Moody’s corporation. He also serves as a director of View Ray, Inc. and the Chairman Emeritus of the Connecticut Science Center. He has served as a Director of the Trilateral Commission and the Business Council, and Chairman of the Stanford University Graduate School of Business Advisory Council, Chairman Emeritus of the Business-Higher Education Forum, a Fellow of the New York Academy of Medicine, and a member of the Boards of Trustees of the New York City Public Library, the New York City Police Foundation and the Economic Club of New York. He served as the Chairman of the Accordia Global Health Foundation and also served as a Senior Advisor to Toyota Motor Corporation’s International Advisory Board and the Thomas H. Lee Private Equity Partnership. He is a Director of the Medal of Honor Foundation, the Royal Shakespeare Company of America and a life trustee of the Japan Society. He is the Chairman Emeritus of the Pharmaceutical Research and Manufacturers of America (PhRMA), the Food and Drug Law Institute and the Medical Device Manufacturers Association. He has served as a director of more than 12 public companies over twenty years.

Dr. McKinnell holds a bachelor’s degree in business from the University of British Columbia and an M.B.A. and Ph.D. from Stanford University Graduate School of Business. Under the current appointment, Dr. McKinnell will serve as a Class I director until the 2018 annual stockholder’s meeting.

About ChemoCentryx

ChemoCentryx, Inc. is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing orally-administered therapeutics that target the chemokine and chemoattractant systems in order to treat autoimmune diseases, inflammatory disorders and cancer. The chemokine system is a biological network that regulates inflammation via a collection of secreted chemokine molecules, or ligands, and their specific cell surface receptors. Based on its proprietary drug discovery and drug development platform, ChemoCentryx has generated multiple clinical and preclinical-stage programs, each targeting distinct chemokine and chemoattractant receptors with different small molecule compounds. CCX168 (Avacopan), a C5aR inhibitor, has successfully completed Phase II development for the treatment of anti-neutrophil cytoplasmic auto-antibody-associated vasculitis (AAV). CCX168 appears to be safe, well tolerated and successful in allowing reduction and elimination of high-dose steroids, part of standard of care for AAV patients, without compromising efficacy or safety in clinical studies to date. CCX168 is also in Phase II studies for the treatment of atypical hemolytic uremic syndrome (aHUS) and immunoglobulin A nephropathy, or IgA nephropathy (IgAN). ChemoCentryx has licensed exclusive rights to Vifor Pharma to commercialize CCX168 in Europe and certain other markets outside of the U.S. and most of Asia. CCX872, a CCR2 inhibitor, successfully completed Phase I development and is in development for the treatment of non-resectable pancreatic cancer. CCX140, a distinct CCR2 inhibitor, successfully completed a Phase II clinical trial where it was shown to be safe and well tolerated while demonstrating statistically significant improvement in albuminuria in patients with diabetic nephropathy. Other clinical programs include CCX507, a next generation CCR9 inhibitor, which has successfully completed Phase I development, vercirnon (also known as Traficet-EN or CCX282) a specific CCR9 inhibitor for the treatment of inflammatory bowel disease, and CCX354, a CCR1 inhibitor which successfully completed a Phase II clinical trial for the treatment of rheumatoid arthritis. ChemoCentryx also has several programs in advanced preclinical development.

Forward-Looking Statements

ChemoCentryx cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “potential,” “continue” or “project” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements. These statements include the Company’s statements regarding timing of initiation of clinical trials. The inclusion of forward-looking statements should not be regarded as a representation by ChemoCentryx that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties inherent in the ChemoCentryx business and other risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”). Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and ChemoCentryx undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. Further information regarding these and other risks is included under the heading “Risk Factors” in ChemoCentryx’s periodic reports filed with the SEC, including ChemoCentryx’s Annual Report on Form 10-K filed with the SEC March 14, 2016 and its other reports which are available from the SEC’s website (www.sec.gov) and on ChemoCentryx’s website (www.chemocentryx.com) under the heading “Investors.” All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Source: ChemoCentryx, Inc.

CCXI-G

Contacts:

Susan M. Kanaya

Senior Vice President, Finance and

Chief Financial Officer

[email protected]

Media:

Denise Powell

[email protected]

510.703.9491

Investors: