Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(d)

Effective January 4, 2022, the Board of Directors (the "Board") of Xilio Therapeutics, Inc. (the "Company"), on the recommendation of the Nominating and Corporate Governance Committee of the Board, unanimously appointed Yuan Xu, Ph.D. to fill a newly created vacancy on the Board resulting from an increase in the size of the Board from eight (8) to nine (9) directors. Dr. Xu was appointed as a Class II director of the Company, to serve in such capacity until the annual meeting of the Company's stockholders in 2023 or until her earlier resignation, death or removal.

In connection with her election to the Board, Dr. Xu will enter into the Company's standard indemnification agreement in the form previously approved by the Board. Dr. Xu will receive compensation for her service as a director in accordance with the Company's standard arrangements for non-employee directors.

A copy of the Company's press release announcing the appointment of Dr. Xu is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.




Exhibit No.   Description
99.1            Press release issued by Xilio Therapeutics, Inc. on January 6,
              2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document and incorporated as Exhibit 101)

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