SECURITIES AND EXCHANGE COMMISSION
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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 April 1, 2021 Paul Truex resigned as a member of the Board of Directors (the “Board”) of CymaBay Therapeutics, Inc. On April 3, 2021 the Board appointed Thomas G. Wiggans and Janet Dorling to the Board, effective as of April 5, 2021.
As non-employee directors, Mr. Wiggans and Ms. Dorling will receive compensation in accordance with CymaBay’s non-employee director compensation program. Pursuant to this program, on April 5, 2021 (the effective date of their appointment), Mr. Wiggans and Ms. Dorling each received a stock option award to acquire 80,000 shares of CymaBay common stock (with an approximate grant date fair value of $300,000), which will vest in 36 equal monthly installments from April 5, 2021 subject to continued service to CymaBay through such dates. They will also be eligible for annual cash retainers in the amount of $40,000 for their service as members of the Board. Mr. Wiggans and Ms. Dorling will also enter into indemnification agreements with CymaBay consistent with the form agreement executed with each of CymaBay’s current executive officers and directors.
Ms. Dorling was the Chief Commercial Officer of CymaBay from August 2019 through December 2019 and thus is not an independent director. Ms. Dorling’s compensation as the Chief Commercial Officer in 2019 is reported in CymaBay’s proxy statement filed with the Securities and Exchange Commission on May 15, 2020.
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.
|CymaBay Therapeutics, Inc.|
Dated: April 5, 2021