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):
January 6, 2019
KEZAR LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
001-38542 |
47-3366145 |
|
(state or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
|
|
|
4000 Shoreline Court, Suite 300 South San Francisco, California |
94080 |
|
|
(Address of principal executive offices) |
(Zip Code) |
|
Registrant's telephone number, including area code: (650) 822-5600
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 6, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Kezar Life Sciences, Inc (the “Company”) approved the following compensation decisions for the Company’s named executive officers, including Marc L. Belsky and Niti Goel who are expected to be named executive officers for the year ended December 31, 2018 (each, an “Executive”).
2018 Cash Bonuses, 2019 Annual Base Salaries and 2019 Bonus Targets
The Committee approved the following 2018 cash bonuses, 2019 annual base salaries, which salaries are effective January 1, 2019, and the 2019 bonus targets for the Executives:
|
Name and Title |
|
2018 Cash Bonus |
|
|
2019 Annual Base Salary |
|
|
2019 Bonus Target |
|||
|
John Fowler, Chief Executive Officer and Director |
|
$ |
248,400 |
|
|
$ |
525,000 |
|
|
|
50% |
|
Marc L. Belsky, Chief Financial Officer and Secretary |
|
$ |
74,741 |
|
|
$ |
375,000 |
|
|
|
35% |
|
Christopher Kirk, Ph.D., President, Chief Scientific Officer and Director |
|
$ |
137,970 |
|
|
$ |
410,000 |
|
|
|
40% |
|
Niti Goel, M.D., Chief Medical Officer |
|
$ |
86,265 |
|
|
$ |
410,000 |
|
|
|
40% |
Annual Equity Grants
The Committee approved an annual grant of options to purchase the Company’s common stock to the Executives pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”), which grants are set forth in the table below:
|
Name and Title |
Option Shares |
|
John Fowler, Chief Executive Officer and Director |
175,000 |
|
Marc L. Belsky, Chief Financial Officer and Secretary |
60,000 |
|
Christopher Kirk, Ph.D., President, Chief Scientific Officer and Director |
87,500 |
|
Niti Goel, M.D., Chief Medical Officer |
75,000 |
The stock option granted to each Executive has (i) a vesting commencement date of January 6, 2019, (ii) an exercise price of $22.85 per share, the closing price of the Company’s common stock on January 4, 2019 and (iii) a term of 10 years from the grant date. Subject to the Executive’s continued service with the Company on the applicable vesting date, the stock options will vest in 48 equal monthly installments over the four-year period following the grant date.
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.
|
|
KEZAR LIFE SCIENCES, INC. |
||
|
|
|
|
|
|
|
By: |
|
/s/ Marc L. Belsky |
|
|
|
|
Marc L. Belsky |
|
|
|
|
Chief Financial Officer and Secretary |
Dated: January 8, 2019