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 February 21, 2023, the Board of Directors (the “Board”) of Guardant Health, Inc. (the “Company”) increased the number of directors on the Board to nine and appointed Musa Tariq as a Class I director of the Company, to be effective as of March 6, 2023. Mr. Tariq will serve on the Board for a term expiring at the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection with his appointment to the Board, Mr. Tariq was appointed to the nominating and corporate governance committee of the Board.
Mr. Tariq currently serves as the Chief Marketing Officer of GoFundMe, Inc., the world’s leading fundraising platform, where he is responsible for driving the company’s marketing, brand, and communications functions. Prior to joining GoFundMe in January 2021, Mr. Tariq served as the Global Head of Marketing for Airbnb Experiences at Airbnb, Inc. from September 2018 to December 2020, where he drove brand awareness and adoption for that rapidly growing part of Airbnb’s business. Prior to Airbnb, he served as the Chief Brand Officer at Ford Motor Company from January 2017 to March 2018, and has also held marketing leadership roles at Apple, Nike and Burberry. Mr. Tariq holds a Bachelor of Science Degree in Geography and Economics from London School of Economics and Political Science.
Mr. Tariq will receive the standard compensation paid by the Company to all of its non-employee directors under the Company’s Amended Non-Employee Director Compensation Program (the “Program”). Pursuant to the Program, Mr. Tariq will receive a stock option award and restricted stock unit award, each with a value of $362,500 (collectively, the “Initial Awards”). Each of the Initial Awards will vest with respect to one-fourth (1/4th) of the shares subject thereto on the first anniversary of Mr. Tariq’s appointment to the Board, and as to the remaining three-fourths (3/4ths) of the shares subject thereto on each monthly anniversary of Mr. Tariq’s appointment to the Board during the three-year period thereafter, subject to continued service through the applicable vesting date.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Tariq, which will require the Company to indemnify him against certain liabilities that may arise as result of his status or service as a director. The description of Mr. Tariq’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 18, 2018 as Exhibit 10.8.
There are no arrangements or understandings between Mr. Tariq and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Tariq has an interest that would be reportable under Item 404(a) of Regulation S-K.
On February 27, 2023, the Company issued a press release announcing Mr. Tariq’s appointment to the Board, which is attached 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 No. | Description | |
| 99.1 | Press release of Guardant Health, Inc., dated February 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| GUARDANT HEALTH, INC. | ||||||
| Date: February 27, 2023 | ||||||
| By: | /s/ John G. Saia | |||||
| John G. Saia | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||