UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the 2024 proxy statement filed by the Company with the Securities and Exchange Commission on April 23, 2024, neither Daniel Janney nor E. Rand Sutherland, current Class III directors, were nominated by the Board of Directors (the “Board”) of Allakos Inc. (the “Company”) for re-election at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The decision not to nominate Mr. Janney and Dr. Sutherland for re-election was not due to any disagreement with the Company’s management or the Board.
On April 19, 2024, in order to more evenly distribute Board membership among the Board’s three classes of directors, Dolca Thomas, M.D., tendered her resignation as a Class I director, to be effective immediately upon the election of directors at the Annual Meeting, and Dr. Thomas has been nominated by the Board for election at the Annual Meeting as a Class III director (the “Reclassification”). If elected as a Class III director, her term would expire at 2027 Annual Meeting of Stockholders.
Dr. Thomas continues to serve on the Research and Clinical Development Committee of the Board. There are no changes or impacts to any of Dr. Thomas’s compensation arrangements as a result of her Reclassification from a Class I director to a Class III director. Following Dr. Thomas’ Reclassification described above, the Board shall consist of two Class I directors, three Class II directors and two Class III directors, and the size of the Board has been reduced to provide for a total of seven directors authorized to serve on the Board.
The Company and Dr. Thomas did not enter into any new plan, contract, arrangement or compensatory plan in connection with her Reclassification, and there is no arrangement or understanding between her and any other person pursuant to which she was appointed to serve as a Class III director. Dr. Thomas’ Reclassification was effected solely to more evenly distribute Board membership among the Board’s three classes of directors, and for all other purposes, her service on the Board is deemed to have continued uninterrupted without any break in service. Dr. Thomas is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURES
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.
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Allakos Inc. |
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Date: |
April 23, 2024 |
By: |
/s/ H. Baird Radford, III |
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H. Baird Radford, III |