UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGEACT OF 1934
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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 August 28, 2023, Aaron Davis, a member of the Board of Directors of Tango Therapeutics, Inc. (the “Company”), serving as a Class III director, notified the Company that he is resigning from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Davis has indicated that his departure from the Board was not the result of any disagreement with management or the Board or on any matter relating to the Company’s operations, policies or practices.
Effective August 29, 2023, the Board appointed John Ketchum as a director of the Company to fill the newly created vacancy on the Board resulting from Mr. Davis’s resignation. Mr. Ketchum will serve as a Class III director until his term expires at the 2024 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board determined that Mr. Ketchum is independent under the listing standards of The Nasdaq Stock Market.
Mr. Ketchum has not been named to any committee of the Board at this time. In accordance with the Company’s compensation program for non-employee directors, Mr. Ketchum will receive an equity award consisting of a stock option to purchase 60,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price of $7.19 and a restricted stock unit award to acquire 10,000 shares of Common Stock. The: (i) option award will vest in 36 substantially equal monthly installments over three years from the date of grant, provided, however, that all vesting will cease if Mr. Ketchum ceases to serve on the Board and (ii) the RSU award will vest in three equal annual installments over three years from the date of grant; provided, however, that all vesting will cease if Mr. Ketchum ceases to serve on the Board prior to any applicable vesting of the RSU Award. Mr. Ketchum will also receive an annual retainer of $40,000. The Company expects to enter into an indemnification agreement with Mr. Ketchum in the same form as the indemnification agreements the Company has entered into with its other directors, which form has been filed with the Securities and Exchange Commission (the “SEC”).
Except as set forth above, there are no arrangements or understandings between Mr. Ketchum and any other person pursuant to which Mr. Ketchum was selected as a director of the Company, there are no family relationships between Mr. Ketchum and any of the Company’s other directors or executive officers, and Mr. Ketchum is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
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.
| TANGO THERAPEUTICS, INC. | ||||||
| Dated: August 30, 2023 | By: | /s/ Douglas Barry | ||||
| Name: | Douglas Barry | |||||
| Title: | General Counsel | |||||