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 August 8, 2023, the board of directors (the “Board”) of Xenon Pharmaceuticals Inc. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Board, appointed Dr. Gillian Cannon and Mr. Justin Gover as directors of the Company, effective as of August 8, 2023.
There are no transactions and no proposed transactions between either Dr. Cannon or Mr. Gover (or any member of their immediate families) and the Company (or its subsidiary) that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended, and there are no arrangements or understandings between either Dr. Cannon or Mr. Gover and any other person or entity pursuant to which Dr. Cannon and Mr. Gover were appointed as directors of the Company.
Dr. Cannon and Mr. Gover will participate in the Company's standard compensation plan for non-employee directors, including an initial stock option grant, which will be granted to Dr. Cannon and Mr. Gover on August 10, 2023. The standard compensation plan for non-employee directors is described in the section titled “Director Compensation” of the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 27, 2023.
Each of Dr. Cannon and Mr. Gover will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.
Neither Dr. Cannon nor Mr. Gover will be named to any committees of the Board in connection with their appointments.
A press release announcing Dr. Cannon’s and Mr. Gover's appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number |
Description |
99.1 |
Press Release issued by Xenon Pharmaceuticals Inc. dated August 8, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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XENON PHARMACEUTICALS INC. |
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Date: August 8, 2023 |
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By: |
/s/ Sherry Aulin |
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Sherry Aulin |
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Chief Financial Officer |