ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April12, 2018, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) announced that, in a planned transition, John Furey has been appointed to its Board of Directors, as an independent Non-Executive Director, and Peter Thompson, M.D., Ph.D., will be resigning from the Board. Both changes are effective from July5, 2018. Mr.Furey will also serve as a member of the Company’s Remuneration Committee, succeeding Dr.Thompson. The Board determined that Mr.Furey is an “independent director” under Rule5605(a)(2)of the Nasdaq Listing Rules. Mr.Furey is not a party to any transaction with the Company that would require disclosure under Item 404(a)of Regulation S-K, and there are no arrangements or understandings between Mr.Furey and any other persons to which he was selected as a director.
In connection with his appointment to the Board and Remuneration Committee, Mr.Furey will receive compensation as of the effective date of his appointment in accordance with the Company’s non-executive director remuneration policy, and the Company will enter into a letter of appointment with Mr.Furey substantively in the same form that the Company has entered into with its other non-executive directors. The press release is furnished as Exhibit99.1 to this report and is incorporated by reference herein.
Item 5.02 Regulation FD Disclosure.
On April12, 2018, the Company issued a press release announcing the appointment of Mr.Furey to the Board and the planned resignation of Dr.Thompson, a copy of which is attached as Exhibit99.1 to this report.
The information in this Item 5.02 of this Form8-K (including the attached Exhibit99.1) shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.
Item 5.02 Financial Statements and Exhibits.