UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 19, 2022
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Registrant's telephone number, including area code: (301 ) 251-5172
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Securities registered pursuant to Section 12(b) of the Act:
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Emerging growth company ☐
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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 December 19, 2022, the Board of Directors (the "Board") of MacroGenics, Inc. (the "Company") approved the appointment of Margaret Liu, M.D. to serve as a director on the Board, effective January 3, 2023 (the “Effective Date”). Dr. Liu has been designated as a Class II director to hold office until the Company’s 2024 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Dr. Liu has been appointed to the Science & Technology Committee, effective as of the Effective Date.
Consistent with the Company's Director Compensation Program for non-employee directors, as described under the heading "Director Compensation" in the Company's most recent definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2022, Dr. Liu will receive an annual retainer as compensation for her service. In addition, upon appointment to the Board, Dr. Liu will be granted an option to purchase 36,000 shares of the Company's common stock at an exercise price equal to the closing market price of the Company’s common stock on the Effective Date, vesting in thirty six (36) substantially equal monthly portions beginning on the first monthly anniversary of the date of grant, subject to Dr. Liu’s continued service on the Board through each vesting date.
There are no arrangements or understandings between Dr. Liu and any other person pursuant to which Dr. Liu was selected as a director, and there are no transactions in which the Company is a party and in which Dr. Liu has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
SIGNATURE
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.
| Date: December 21, 2022 | MACROGENICS, INC. | |||||||
| By: | /s/ Jeffrey Peters Jeffrey Peters Senior Vice President and General Counsel | |||||||