Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On January 5, 2022, Peter Thompson, M.D. notified PMV Pharmaceuticals, Inc. (the
"Company") of his decision to resign as a member of the Board of Directors (the
"Board"), which resignation was effected on January 5, 2022. With the
resignation, Dr. Thompson also resigned as a member of the Company's
Compensation Committee and Nominating and Corporate Governance Committee.
Dr. Thompson informed the Company that his resignation was not related to any
disagreement with the Company on any matter relating to its operations, policies
or practices.
Election of Director
On January 5, 2022, upon the recommendation of its Nominating and Corporate
Governance Committee, the Board of the Company unanimously approved the
appointment of Kirsten Flowers as a director and Class I director of the Company
to fill the vacancy of Dr. Thompson's seat on the Board of the Company. The
effective date of Ms. Flowers' appointment was January 5, 2022. The term of the
Company's Class I directors, including Ms. Flowers', expires on the date of the
Company's annual meeting of the stockholders to be held in 2024 or upon the
election and qualification of successor directors.
Ms. Flowers' compensation will be consistent with that provided to all of the
Company's non-employee directors pursuant to the Company's Outside Director
Compensation Policy, which was filed as Exhibit 10.15 to the Company's Form 10-K
for the year ended December 31, 2020 (the "2020 Form 10-K"). In addition, the
Company entered into an indemnification agreement with Ms. Flowers in connection
with her appointment to the Board, which is in substantially the same form as
that entered into with the other directors of the Company. The form of
indemnification agreement was filed as Exhibit 10.1 to the 2020 Form 10-K.
There are no arrangements or understandings between Ms. Flowers and any other
persons pursuant to which Ms. Flowers was appointed to the Board. There are no
family relationships between Ms. Flowers and any director or executive officer
of the Company, and Ms. Flowers has no direct or indirect material interest in
any transaction in which the Company is a party required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On January 6, 2022, the Company issued a press release announcing Ms. Flowers'
appointment to the Board as discussed in Item 5.02 of this Current Report on
Form 8-K. The full text of this press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein. The information in this Item 7.01 and
Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by PMV Pharmaceuticals, Inc., dated
January 6, 2022.
104 Cover Page Interactive Data File (the cover page tags are
embedded within the Inline XBRL document)
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