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): August 9, 2022
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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.
On August 9, 2022, following recommendation from the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Veracyte, Inc. (the “Company”), the Board appointed Eliav Barr, M.D., to serve as a director of the Company, effective immediately. Dr. Barr will serve as a Class III director whose term will expire at the Company’s 2025 annual meeting of stockholders. In connection with his appointment as a director, Dr. Barr has also been appointed to serve on the Regulatory and Compliance Committee of the Board.
There is no arrangement or understanding between Dr. Barr and any other persons pursuant to which he was selected as a director. Dr. Barr has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, and in accordance with the Company’s non-employee director compensation program, Dr. Barr will receive an annual cash retainer of $40,000 for serving on the Board, a $5,000 annual cash retainer in connection with his service on the Regulatory and Compliance Committee of the Board, and annual cash retainers for service on any additional committees of the Board to which Dr. Barr is appointed. In addition, in accordance with the Company’s 2013 Stock Incentive Plan (the “Plan”), on the effective date of his appointment, Dr. Barr will receive restricted stock units (“RSUs”) valued at $500,000 on the date of grant. The RSUs will vest and become exercisable as to one-third of those shares on each of the first, second and third annual anniversaries of the date of grant. The RSUs will vest in full upon a change in control of the company (as defined in the Plan). He will also be entitled to an annual RSU grant in accordance with the Plan.
Dr. Barr will also enter into the Company’s standard form of indemnity agreement for non-executive directors, which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on October 7, 2013 (File No. 333-191282). The agreement will be effective upon Dr. Barr’s appointment to the Board.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | August 11, 2022 | ||||||||||
| VERACYTE, INC. | |||||||||||
| By: | /s/ Rebecca Chambers | ||||||||||
| Name: | Rebecca Chambers | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
| (Principal Financial Officer) | |||||||||||