MERSANA THERAPEUTICS,INC. (NASDAQ:MRSN) 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 September5, 2017, the Board of Directors (the “Board”) of Mersana Therapeutics,Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Lawrence M. Alleva to serve as a ClassIII director for a term expiring at the Company’s 2020 annual meeting of stockholders or upon his earlier death, resignation or removal. The Board also appointed Mr.Alleva to serve as a member of the Board’s Audit and Nominating and Corporate Governance Committees.
Mr.Alleva will be compensated for his service as a director in accordance with the Company’s non-employee director compensation policy, as generally described in Amendment No.1 to the Company’s Registration Statement on FormS-1, as filed with the Securities and Exchange Commission on June16, 2017 (the “Registration Statement”). The Board has affirmatively determined that Mr.Alleva is independent in accordance with applicable NASDAQ listing rulesand has no material direct or indirect interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K. Mr.Alleva and the Company have entered into an indemnification agreement (the “Indemnification Agreement”), which will provide indemnification protection for Mr.Alleva in connection with his service as a member of the Board. The Indemnification Agreement is substantially similar to the form filed as Exhibit10.1 to the Registration Statement, and is incorporated herein by reference.
On September5, 2017, the Company issued a press release announcing Mr.Alleva’s appointment to the Board. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form8-K.
Item 5.02.Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
Description |
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99.1 |
Press Release, dated September5, 2017. |
