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

VERACYTE, INC. (NASDAQ:VCYT) 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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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(c) On November 21, 2016, Veracyte, Inc. (the “Company”)
announced that Keith Kennedy has been appointed by the Company’s
Board of Directors to serve as the Company’s chief financial
officer, effective December 6, 2016.
Mr. Kennedy, age 46, served as president and chief executive
officer of MCG Capital Corporation, a commercial finance company,
from 2014 to 2015 and previously served as chief financial officer,
chief accounting officer and treasurer of MCG Capital from 2012 to
2014. From 2011 to 2012, Mr. Kennedy served as healthcare
executive-in-residence at Arlington Capital Partners. From 2002 to
2009, Mr. Kennedy served as a managing director at GE Capital, Inc.
From 1999 to 2002, Mr. Kennedy worked as a manager of transaction
services at Ernst Young LLP. Mr. Kennedy served in the U.S. Air
Force from 1992 to 1996. Mr. Kennedy received his M.B.A. from the
College of William Mary and a Bachelor of Science with high
distinction from Indiana University. Mr. Kennedy is a chartered
financial analyst and certified public accountant.
There are no arrangements or understandings between Mr. Kennedy and
any other persons to which he was appointed as chief financial
officer. There is no family relationship between Mr. Kennedy and
any director, officer, or person nominated or chosen by the Company
to become a director or officer of the Company. The Company has not
entered into any transactions with Mr. Kennedy that would require
disclosure to Item 404(a) of Regulation S-K under the Exchange Act.
Mr. Kennedy’s employment will be on at at-will basis. As the
Companys chief financial officer, Mr. Kennedy will:
receive an annual base salary of $400,000 per year;
be eligible to participate in the Veracyte 2017 Bonus Program
with a target bonus of 50% of eligible annual earnings to be
earned based on factors such as the Companys performance and
his individual performance, and subject to the approval of
the Companys Compensation Committee;
be granted the option to purchase 100,000 shares of the
Company’s common stock at a price per share equal to the
fair market value of the Company’s common stock on the date
of the grant, which will be the date of commencement of
employment, with vesting beginning on the first anniversary
of employment, with 1/36 of the shares vesting each month for
the following 36 months;
be granted 25,000 restricted share units that will vest on
the one-year anniversary of the commencement of employment;
be eligible to participate in the Companys benefits programs,
subject to the terms and conditions of each program; and
for up to one year from commencement of employment, the
Company will reimburse reasonable travel expenses to his
state of residence and relocation costs.
Upon employment, Mr. Kennedy will enter into Change of Control
and Severance Agreement, which will provide for certain payments
and benefits in the event of termination of employment with the
Company in connection with a change in control of the Company and
will be in the same form as the Companys change of control and
severance agreements with its other executive officers, a
description of which is set forth in the Companys proxy statement
on Schedule 14A for its annual meeting of stockholders held on
June 17, 2016 under the caption Executive
CompensationTermination-based Compensation and is incorporated
herein by reference. In accordance with the Companys customary
practice, the Company and Mr. Kennedy will also enter into an
Indemnification Agreement, which will require the Company to
indemnify him against certain liabilities that may arise in
connection with his status or service as an officer. The
foregoing description is qualified in its entirety by the full
text of the Change of Control and Severance Agreement to be
entered into with Mr. Kennedy, which will be filed as an exhibit
to the Companys Annual Report on Form 10-K for the year ending
December 31, 2016 and the form of Indemnification Agreement,
which has been filed as Exhibit 10.1 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2015
(incorporated by reference to Exhibit 10.1 to the Companys
Registration Statement on Form S-1 (File No. 333-191282), as
amended, declared effective on October 29, 2013).
A copy of the press release issued by the Company announcing the
appointment of Mr. Kennedy is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Press release issued by Veracyte, Inc. dated November 21,


Veracyte, Inc. is a molecular diagnostics company. The Company is engaged in developing and delivering genomic solutions that resolve diagnostic ambiguity and enable physicians to make informed treatment decisions at an early-stage in patient care. The Company targets diseases in which various patients undergo diagnostic procedures that could be avoided with diagnosis from a cytology sample taken preoperatively. It operates in the United States. The Company’s commercial solution, the Afirma Thyroid fine needle aspiration (FNA) Analysis is its offering for thyroid nodule assessment. The solution centers on its Afirma Gene Expression Classifier to resolve indeterminate FNA results, based on cytopathology, so that patients whose nodules are benign can avoid unnecessary diagnostic surgery and undergo routine monitoring instead. The Company’s pulmonology product is designed to identify idiopathic pulmonary fibrosis, among patients presenting with a suspected interstitial lung disease.

VERACYTE, INC. (NASDAQ:VCYT) Recent Trading Information

VERACYTE, INC. (NASDAQ:VCYT) closed its last trading session down -0.04 at 7.65 with 142,112 shares trading hands.

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