| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 26, 2020, the Board of Directors of 10x Genomics, Inc. (the “Company”) appointed Kimberly J. Popovits to the Board of Directors as a Class II director effective immediately.
Ms. Popovits served as President and Chief Executive Officer of Genomic Health, Inc., a healthcare company, from January 2009, and as Chairman of the Board of Genomic Health, Inc. from March 2012, until the acquisition of Genomic Health, Inc. by Exact Sciences Corporation in November 2019. Ms. Popovits previously served as President and Chief Operating Officer of Genomic Health from February 2002 to January 2009. From November 1987 to February 2002, Ms. Popovits served in various roles at Genentech, Inc., most recently serving as Senior Vice President, Marketing and Sales from February 2001 to February 2002, and as Vice President, Sales from October 1994 to February 2001. Prior to joining Genentech, Ms. Popovits served as Division Manager, Southeast Region, for American Critical Care, a Division of American Hospital Supply, a supplier of healthcare products to hospitals. Ms. Popovits has served on the board of directors of Kiniksa Pharmaceuticals, Ltd. since February 2018 and the board of directors of MyoKardia, Inc. since March 2017, and previously served on the board of directors of ZS Pharma Inc. She holds a B.A. in Business from Michigan State University.
In connection with the appointment of Ms. Popovits, the size of the Board of Directors was increased from seven to eight members.
Ms. Popovits will receive compensation as a non–employee director in accordance with the Company’s Non–Employee Director Compensation policy, which provides thatnon-employee directors will receive:
| | • | | an annual cash retainer of $40,000 for their service on the Board of Directors; |
| | • | | aone-time grant of options having a grant date fair market value equal to $400,000 and an exercise price per share equal to the fair market value of a share of Class A common stock on the date of the grant, which will vest as toone-third of such grant on the first anniversary of the date of the grant and thereafter in equal monthly installments for the following two years, subject to their continued service through each vesting date; |
| | • | | an annual grant of options having a grant date fair market value equal to $200,000 and an exercise price per share equal to the fair market value of a share of Class A common stock on the date of grant, to be granted on the date of our annual meeting of stockholders and which will vest monthly over the 12 month period following the date of grant, subject to their continued service through each vesting date; and |
| | • | | certain additional annual cash retainers for serving as a member or chair of a committee of the Board of Directors. |
Ms. Popovits, in connection with her appointment to the Board of Directors, has entered into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.17 to the Company’s Amendment No. 1 to Registration Statement onForm S-1 (File No. 333-233361) filed with the Securities and Exchange Commission on September 3, 2019.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 26, 2020, the Board of Directors of the Company amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to revise the existing forum selection provisions to provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any claims under the Securities Act of 1933, as amended, or any successor thereto.
The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.
