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 March 9, 2021, the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Allene Diaz to serve as a Class II director for a term expiring at the Company’s 2022 annual meeting of stockholders or upon her earlier death, resignation or removal. The Board also appointed Ms. Diaz to serve as a member of the Board’s Compensation Committee.
Ms. Diaz will be compensated for her service as a director in accordance with the Company’s current non-employee director compensation policy. The Board has affirmatively determined that Ms. Diaz is independent in accordance with applicable NASDAQ listing rules and has no material direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Diaz and the Company will enter into an indemnification agreement (the “Indemnification Agreement”), which will provide indemnification protection for Ms. Diaz in connection with her service as a member of the Board. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on June 16, 2017, and is incorporated herein by reference.
On March 11, 2021, the Company issued a press release announcing Ms. Diaz’s appointment to the Board. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release by Mersana Therapeutics, Inc., on March 11, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| MERSANA THERAPEUTICS, INC. | ||
| By: | /s/ Brian DeSchuytner | |
| Brian DeSchuytner Senior Vice President, Finance & Product Strategy |
Date: March 11, 2021