UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
(d)
On April 29, 2020 (the “Effective Date”), the Board of Directors (the “Board”) of Atara Biotherapeutics, Inc. (the “Company”) appointed, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Mr. Ron Renaud to fill the vacant Board seat and to serve as a member and the Chair of the Board with an initial term expiring at the Company’s 2022 annual meeting of stockholders.
There are no arrangements or understandings between Mr. Renaud and any other persons pursuant to which he was selected as a director of the Company or as the Chair of the Board. The Board has not appointed Mr. Renaud to any Board committee and he is not currently expected to be named to a Board committee. The Board has determined that Mr. Renaud is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (the “SEC”) requirements and Nasdaq listing standards. There is no transaction involving Mr. Renaud that requires disclosure under Item 404(a) of Regulation S-K.
As of the Effective Date, Mr. Renaud will participate in the Company’s non-employee director compensation arrangements, which are generally described under the heading “Non-Employee Director Compensation” in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders as filed with the SEC on April 22, 2020. Under these arrangements, Mr. Renaud will receive an annual retainer of $85,000 starting on the Effective Date, with payment pro-rated for any partial period of service. In addition, on the Effective Date, Mr. Renaud received an option to purchase 71,500 shares of the Company’s Common Stock, 1/3rd of which will vest on the first, second and third anniversaries of the grant date, subject to his continuous service as a member of the Board. The Company also entered into its standard form of indemnification agreement with Mr. Renaud.
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 thereunto duly authorized.
| Atara Biotherapeutics, Inc. | ||
| By: |
/s/ Utpal Koppikar | |
| Utpal Koppikar | ||
| Chief Financial Officer | ||
Date: April 30, 2020