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): July 26, 2024
SPRINGWORKS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39044 | | 83-4066827 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
100 Washington Blvd
Stamford, CT 06902
(Address of principal executive offices, including zip code)
(203) 883-9490
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | SWTX | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2024, the Board of Directors (the “Board”) of SpringWorks Therapeutics, Inc. (the “Company”), appointed Martin Mackay as a member of the Board, effective July 29, 2024. The Board determined that Mr. Mackay is independent under the Nasdaq listing standards and the Company’s corporate governance guidelines. Mr. Mackay will serve as a Class II director with a term expiring at the annual meeting of stockholders to be held in 2027. Mr. Mackay was not appointed to serve on any committees of the Board at this time.
As a non-employee director, Mr. Mackay will receive cash compensation and equity awards for his Board service in accordance with the Company’s amended and restated non-employee director compensation policy. In connection with his appointment, Mr. Mackay received initial equity grants of (i) options to purchase up to 29,445 shares of the Company’s common stock having an exercise price of $36.80, the closing market price of the Company’s common stock on the Nasdaq Global Select Market on July 29, 2024; and (ii) restricted stock unit awards, representing 9,963 shares of the Company’s common stock.
Mr. Mackay is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Mackay and any other persons pursuant to which he was selected as a director. In addition, Mr. Mackay will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
The Company issued a press release on July 29, 2024 announcing the appointment of Mr. Mackay to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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: July 30, 2024 | SpringWorks Therapeutics, Inc. |
| | |
| | By: | /s/ Francis I. Perier, Jr. |
| | | Francis I. Perier, Jr. |
| | | Chief Financial Officer |
