Current Report Filing (8-k)
April 28 2021 - 4:27PM
Edgar (US Regulatory)
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): April 26, 2021
NGM Biopharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38853
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26-1679911
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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333 Oyster Point Boulevard
South San Francisco, California
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94080
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 243-5555
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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NGM
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The Nasdaq Stock Market LLC
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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.
In connection with the 2021 annual meeting of
stockholders (the 2021 Annual Meeting) of NGM Biopharmaceuticals, Inc. (NGM or the Company), the Board of Directors of the Company (the Board), upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, nominated Roger M. Perlmutter, M.D., Ph.D. for election as a Class II director at the 2021 Annual Meeting as part of the Boards stated objective to evolve the Boards composition to include more
members with significant biopharmaceutical industry and operations experience. Particularly in light of the willingness of Dr. Perlmutter to serve as a director if elected, two of NGMs current Class II directors, David Schnell, M.D.
and McHenry T. Tichenor, Jr., who have served on the Board since January 2008 and March 2010, respectively, notified NGM on April 26, 2021 that they are resigning from the Board, effective upon the expiration of their respective terms at the
2021 Annual Meeting.
Item 8.01 Other Events.
On April 28, 2021, NGM issued a press release announcing that Dr. Perlmutter has been nominated for election as a Class II
director at the 2021 Annual Meeting to be held virtually on Tuesday, June 8, 2021 at 7:30 a.m. Pacific Daylight Time. A copy of the press release titled NGM Announces Nomination of Roger M. Perlmutter for Election to its Board of
Directors is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Important Additional Information and Where to Find It
NGM, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from
stockholders in connection with the 2021 Annual Meeting. NGM will file with the SEC and make available to its stockholders a proxy statement in connection with such solicitation. NGM STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT
(INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the names of NGMs directors and executive officers and their respective interests in NGM by security holdings or
otherwise are set forth in NGMs proxy statement for the 2020 annual meeting of stockholders filed with the SEC on April 8, 2020 and will be set forth in NGMs proxy statement for the 2021 Annual Meeting, which documents are or will
be available at NGMs investor relations website at https://ir.ngmbio.com/financial-information/sec-filings. To the extent holdings of such participants in NGMs securities have changed since the
amounts described in the 2020 proxy statement, or if a particular participants holdings are not set forth in the 2020 proxy statement, such holdings (or changes thereto) have been reflected in subsequent statements of beneficial ownership on
file with the SEC and will be reflected in NGMs proxy statement for the 2021 Annual Meeting. Information regarding the special interests of such participants, if any, in the matters to be voted on at the 2021 Annual Meeting will be included in
the 2021 proxy statement referred to above. You can obtain free copies of these referenced documents as described below.
The proxy
statement for the 2021 Annual Meeting (and any amendments or supplements thereto) and any other relevant documents and other material filed by NGM with the SEC, are or will be available for no charge at the SECs website at www.sec.gov and at
NGMs investor relations website at https://ir.ngmbio.com/financial-information/sec-filings. Copies may also be obtained free of charge by contacting NGM by mail at 333 Oyster Point Boulevard, South San
Francisco, California 94080, Attn: Secretary, or by telephone at (650) 392-1768.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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NGM Biopharmaceuticals, Inc.
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Dated: April 28, 2021
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By:
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/s/ Siobhan Nolan Mangini
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Siobhan Nolan Mangini
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Chief Financial Officer
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