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 May 8, 2020, the Board of Directors (the “Board”) of Atara Biotherapeutics, Inc. (the “Company”) appointed, effective on May 11, 2020 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Dr. Maria Grazia Roncarolo to fill the vacant Board seat and to serve as a member of the Board with an initial term expiring at the Company’s 2023 annual meeting of stockholders.
There are no arrangements or understandings between Dr. Roncarolo and any other persons pursuant to which she was selected as a director of the Company. The Board has not appointed Dr. Roncarolo to any Board committee and she is not currently expected to be named to a Board committee. The Board has determined that Dr. Roncarolo 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 Dr. Roncarolo that requires disclosure under Item 404(a) of Regulation S-K.
As of the Effective Date, Dr. Roncarolo 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, Dr. Roncarolo will receive an annual retainer of $45,000 starting on the Effective Date, with payment pro-rated for any partial period of service. In addition, on the Effective Date, Dr. Roncarolo received an option to purchase 59,500 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 her continuous service as a member of the Board. The Company also entered into its standard form of indemnification agreement with Dr. Roncarolo.
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: May 12, 2020