Business Context and Reporting Period
This Form 8-K Current Report was filed by Xilio Therapeutics, Inc. (Nasdaq: XLO) on April 15, 2026. The filing reports corporate governance changes effective as of the report date, specifically the election of a new director and the resignation of a former director.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel and compensation arrangements.
Material Changes
The primary material change reported is the composition of the Board of Directors:
- Resignation: Christina Rossi resigned from the Board and all committees effective April 15, 2026. The resignation was not due to any disagreement with the Company.
- Election: Cheryl R. Blanchard, Ph.D., was elected as a Class III director with a term expiring at the 2027 annual meeting.
- Committee Appointments: Dr. Blanchard was appointed Chair of the Compensation Committee and a member of the Audit Committee.
Compensation and Governance Details
Dr. Blanchard's compensation package includes the following annual cash fees and equity grants:
- Cash Fees: $40,000 for Board service, $12,000 for Chair of the Compensation Committee, and $7,500 for Audit Committee membership.
- Initial Equity Grant: Stock option to purchase 10,000 shares, vesting one-third annually over three years.
- Annual Equity Grant: Eligible after six months of service for an annual option to purchase 5,000 shares, vesting in full on the first anniversary or prior to the next annual meeting.
- Option Terms: Exercise price equals the closing price on the grant date; options expire ten years after the grant date.
Investor Verification Checklist
- Verify the impact of the Board composition change on the Company's strategic direction and committee oversight.
- Review the attached Exhibit 10.1 for the full Amended and Restated Non-Employee Director Compensation Policy.
- Confirm the vesting schedule and exercise price of the new stock options granted to Dr. Blanchard in subsequent filings.
- Check for any related party transactions or conflicts of interest involving the new director.