Business Context and Reporting Period
This Form 8-K filing by Arvinas, Inc. (ARVN) reports a corporate governance event dated July 24, 2019. The company is an emerging growth company incorporated in Delaware with principal executive offices in New Haven, Connecticut.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on board composition and director compensation.
Material Changes
- Board Expansion: The Board of Directors increased its size to nine members.
- New Director Appointment: Leslie V. Norwalk was elected as a Class II director, effective immediately, serving until the 2020 annual meeting of stockholders.
- Committee Assignment: Ms. Norwalk was appointed to the Audit Committee, which now consists of Ms. Norwalk, Jakob Loven, Ph.D., Bradley Margus (Chair), and Kush Parmar, M.D., Ph.D.
Compensation and Equity Grant
Under the Company's director compensation program, Ms. Norwalk received the following:
- Cash Compensation: $35,000 annual cash compensation for director service plus $7,500 additional annual cash compensation for Audit Committee membership.
- Expense Reimbursement: Reimbursement for reasonable travel and other expenses related to Board and committee meetings.
- Stock Option Grant: An option to purchase 25,846 shares of common stock at an exercise price of $24.30 per share (the closing price on July 24, 2019).
- Vesting Schedule: The option vests monthly in equal amounts over a three-year period, subject to continued service.
Outlook, Risks, and Contingencies
The filing contains no management commentary regarding business outlook, risks, contingencies, or unusual items. The report is limited to the disclosure of the director appointment and associated compensation.
Key Facts for Investor Verification
- Confirmation of the new Board size (nine members) and the specific term of the new Class II director.
- Verification of the stock option grant details: 25,846 shares at $24.30 per share with a three-year monthly vesting schedule.
- Confirmation of the updated Audit Committee composition.