SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 30, 2018
SERES THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
200 Sidney Street
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants Telephone Number, Including Area Code: (617) 945-9626
(Former Name or Former Address, if Changed Since Last Report)
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. ☒
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 (see General Instructions A.2 below):
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 30, 2018, the Board of Directors (the Board) of the Company increased the size of the Board from eight to nine directors, and elected Meryl Zausner as a Class II director of the Company. Ms. Zausner has been appointed to serve on the Audit Committee of the Board (the Audit Committee).
Ms. Zausner will participate in the Companys standard compensation program for non-employee directors, including an annual retainer of $35,000, an annual retainer for service on the Audit Committee of $7,500, and an initial award of an option to purchase 30,000 shares of the Companys common stock (the Initial Award). The Initial Award has an exercise price equal to $8.47, the closing price per share of the Companys common stock on the date of grant, and will vest and become exercisable in equal installments on each of the first four anniversaries of the date of grant, subject to continued service on the Board through each such vesting date. Ms. Zausner has also entered into the Companys standard indemnification agreement for directors and officers.
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.
|SERES THERAPEUTICS, INC.|
|Date: September 4, 2018||By:|
|Name:||Thomas J. DesRosier|
|Title:||Executive Vice President and Chief Legal Officer|