Business Context and Reporting Period
This Form 8-K Current Report was filed by Tango Therapeutics, Inc. (TNGX) on June 23, 2026, covering events occurring on June 19, 2026. The filing addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on director compensation and appointment details.
Material Changes
- Board Expansion: The Board of Directors increased its size to seven members.
- New Appointment: Robert Azelby was appointed as a Class II director, effective June 19, 2026, with a term expiring at the 2029 annual meeting.
- Committee Assignments: Mr. Azelby was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee, effective June 23, 2026.
- Independence: The Board determined Mr. Azelby is independent under Nasdaq listing standards.
Compensation and Governance Details
Mr. Azelby's compensation package includes:
- Equity Awards:
- Stock option to purchase 35,910 shares at an exercise price of $27.97 per share, vesting monthly over three years.
- Restricted Stock Units (RSUs) for 5,740 shares, vesting annually over three years.
- Cash Retainers:
- $45,000 annual retainer for Board service.
- $7,500 annual retainer for Compensation Committee service.
- $5,000 annual retainer for NCG Committee service.
- Payment Terms: Retainers are paid quarterly in arrears, pro-rated based on days served.
An indemnification agreement was executed with Mr. Azelby in the standard form used for other directors. No family relationships or undisclosed transactions were reported.
Investor Verification Checklist
- Verify the independence status of Robert Azelby against Nasdaq listing standards.
- Review the press release (Exhibit 99.1) for additional context on the strategic rationale for the board expansion.
- Confirm the impact of the new equity awards on total share count and potential dilution.
- Check subsequent filings for the formal election of Mr. Azelby at the 2029 annual meeting.