UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 November 2, 2020, the Board of Directors (the “Board”) of Arcutis Biotherapeutics, Inc. (the “Company” or “Arcutis”) appointed Terrie Curran to the Board effective immediately. Ms. Curran will serve as a Class I director until the Company’s 2021 annual meeting of stockholders, or until her earlier death, resignation or removal. Ms. Curran will the fill vacancy created by the resignation of Alexander Asam, Ph.D., which was effective as of October 31, 2020.
As a non-employee director, Ms. Curran will receive compensation in accordance with the Company’s non-employee director compensation program. Pursuant to this program, upon the effective date of her appointment to the Board, Ms. Curran received an a stock option award exercisable for 37,500 shares of the Company’s common stock and will be eligible for the annual cash retainer in the amount of $37,500. The stock option will vest in three equal annual installments on the anniversary of the date of Ms. Curran’s appointment to the Board, subject to Ms. Curran’s continued service to the Company through such date.
Ms. Curran will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the Company’s current officers and directors.
There were no arrangements or understandings between Ms. Curran, and any other person pursuant to which Ms. Curran was appointed as a member of the Board. There have been no transactions in which Ms. Curran has an interest that would be reportable under Item 404(a) of Regulation S-K.
Dr. Asam provided notice of his resignation on October 29, 2020 (to be effective on October 31, 2020) indicating that his resignation was not a result of any disagreement with the Company or any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices.
| Item 8.01 | Other Events |
On November 4, 2020, Arcutis issued a press release announcing Ms. Curran’s appointment to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated November 4, 2020. | |
| 104 | Cover Page Interactive Data File, formatted in inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARCUTIS BIOTHERAPEUTICS, INC. | ||||||
| Date: November 4, 2020 | By: | /s/ John W. Smither | ||||
| John W. Smither | ||||||
| Chief Financial Officer | ||||||