Business Context and Reporting Period
This Form 8-K Current Report was filed by REGENXBIO Inc. (RGNX) on September 7, 2021, covering events that occurred on September 3, 2021. The filing addresses changes to the composition of the Company's Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Resignation: Luke M. Beshar resigned from the Board of Directors effective immediately on September 3, 2021.
- New Appointments:
- Jean Bennett, M.D., Ph.D., was elected as a Class II director and member of the Nominating and Corporate Governance Committee.
- George V. Migausky was elected as a Class III director and member of the Audit Committee.
- Independence: Both new directors were determined to be independent in accordance with SEC and Nasdaq rules.
Compensation and Governance Details
The filing outlines specific compensatory arrangements for the newly elected directors:
- Initial Stock Options: Each director received an option to purchase 20,000 shares of common stock at an exercise price of $34.98 per share. These options vest monthly over 36 months, with acceleration provisions for change of control or death.
- Annual Retainers:
- Base retainer: $40,000 per year for each director.
- Committee retainers: Dr. Bennett receives an additional $5,000 annually for the Nominating and Corporate Governance Committee; Mr. Migausky receives an additional $9,000 annually for the Audit Committee.
- Future Options: Beginning in 2022, each director is eligible for an annual option to purchase 10,000 shares, vesting over 12 months.
- Indemnification: Both directors entered into standard indemnification agreements with the Company.
Investor Verification Checklist
- Verify the independence status of Dr. Bennett and Mr. Migausky against the latest proxy statement.
- Review the Company's definitive proxy statement (filed April 19, 2021) for the full details of the non-employee director compensation program.
- Confirm the vesting schedules and acceleration triggers for the granted stock options.
- Check the press release (Exhibit 99.1) for any additional context regarding Mr. Beshar's departure.