SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

On June 26, 2018 the Board of Directors (the “Board”) of Sangamo Therapeutics, Inc. (the “Company”) elected Dr.Karen Smith to serve as a director of the Board until the Company’s next annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. As of the date of this report, Dr. Smith has not been named to any Board committees and no Board committee assignments are contemplated at this time. Dr. Smith was not selected by the Board to serve as a director to any arrangement or understanding with any person.

Dr. Smith will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices, as described in the Company’s definitive proxy statement for the 2018 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 24, 2018. In this regard, to the automatic grant program of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), Dr. Smith was granted an option (the “Director Option”) to purchase 30,000 shares (the “Option Shares”) of the Company’s common stock and a restricted stock unit award of 5,000 shares (the “RSU shares”) of the Company’s common stock under the 2018 Plan. The Option Shares will vest in 36 successive equal monthly installments measured from the date of grant, subject to Dr. Smith’s continuous service (as defined in the 2018 Plan) through the applicable vesting dates. The RSU Shares will vest with respect to 1/3rd of the RSU Shares in three equal annual installments over the three-year period measured from the date of grant, subject to Dr. Smith’s continuous service through the applicable vesting dates. The Director Option has an exercise price of $15.65 per share (the closing sales price of the Company’s common stock on June 26, 2018 as reported on the Nasdaq Global Select Market) and a term of 10 years, subject to earlier termination following Dr. Smith’s cessation of continuous service.

In connection with her election to the Board, the Company has entered into its standard indemnification agreement with Dr. Smith, which requires the Company, under the circumstances and to the extent provided for therein, to indemnify Dr. Smith to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by her as a result of either of her being made a party to certain actions, suits, investigations and other proceedings by reason of the fact that she is or was a director of the Company, a Company employee in a fiduciary capacity with respect to an employee benefit plan of the Company, or a director of any other entity at the request of the Company.


About SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO)

Sangamo Therapeutics, Inc., formerly Sangamo BioSciences, Inc., is focused on translating science into genomic therapies that transform patients’ lives using the Company’s platform technologies in genome editing, gene therapy, gene regulation and cell therapy. The Company has developed technologies available for gene-based therapies. Its product pipeline includes SB-525, SB-FIX, SB-318, SB-913, SB-728-T and SB-728-HSPC. Its zinc finger nuclease (ZFN) in vivo genome editing approach is being evaluated in Phase I/II clinical trials to treat hemophilia B and lysosomal storage disorders mucopolysaccharidosis (MPS) I and MPS II. It is also conducting a Phase I/II clinical trial to evaluate its adeno associated virus (AAV) complementary deoxyribonucleic acid (cDNA) human Factor 8 gene therapy approach, SB-525, to treat hemophilia A. It has investigational new drug application for SB-525. It is also developing ZFN-mediated genome editing-based therapies for blood disorders and cancer.