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Form 8-K ChemoCentryx, Inc. For: Feb 22

February 28, 2022 5:06 PM EST

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8-K
false 0001340652 0001340652 2022-02-22 2022-02-22

 

 

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): February 22, 2022

 

 

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.)

 

835 Industrial Road, Suite 600, San Carlos, CA   94070
(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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.001 per share   CCXI   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02

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

On February 22, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of ChemoCentryx, Inc. (the “Company”) approved an increase to the base salaries to be paid to the named executive officers listed below (the “NEOs”), effective January 1, 2022 in the amount of 4% to Thomas Schall, Tausif Butt, Susan Kanaya and Markus Cappel and 1% to Rita Jain (reflecting proration based upon her October 5, 2021 start date as Chief Medical Officer). On February 22, 2022, the Committee also approved cash bonuses to be paid to the NEOs listed below for the 2021 fiscal year and approved and awarded the stock options and restricted stock units listed below to the NEOs under the Company’s the Amended and Restated 2012 Equity Incentive Award Plan. The exercise price per share of such stock options is $29.83, the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on February 22, 2022. Twenty-five percent of the total number of shares of common stock subject to each NEO’s option will vest on January 1, 2023, and 1/48th of the total number of shares of common stock subject to such option will vest monthly thereafter, subject to such NEO’s continued employment or service relationship with the Company on each such vesting date. One fourth of each of the NEO’s restricted stock unit awards will vest on January 1, 2023, and the remaining three fourths of each of the NEO’s restricted stock unit awards will vest on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, subject to such NEO’s continued employment or service relationship with the Company on each such vesting date.

The 2021 actual cash bonus payments, stock option grants and restricted stock unit awards are as follows:

 

Name    Title    2021 Actual
Cash Bonus
     Stock
Options
     Restricted
Stock Unit
Awards
 

Thomas J. Schall, Ph.D.

  

President and Chief Executive Officer

   $ 464,563        192,600        152,700  

Tausif Butt

  

Executive Vice President, Chief Operating Officer

   $ 180,000        52,200        41,400  

Rita Jain, M.D.(1)

  

Executive Vice President, Chief Medical Officer

   $ 65,625        14,700        11,600  

Susan M. Kanaya

  

Executive Vice President, Chief Financial and Administrative Officer and Secretary

   $ 298,872        75,200        59,700  

Markus J. Cappel, Ph.D.

  

Chief Business Officer

   $ 175,443        51,400        40,700  

 

(1)

Dr. Jain’s cash bonus and equity awards reflect proration based upon her October 5, 2021 start date as Chief Medical Officer.


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: February 28, 2022      
    By:  

/s/ Susan M. Kanaya

    Name:     Susan M. Kanaya
   

Title:       Executive Vice President Chief Financial and Administrative Officer and Secretary



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