Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective January 5, 2022, the Board of Directors (the "Board") of Evolus, Inc.
(the "Company"), upon the recommendation of its Nominating and Corporate
Governance Committee (the "Committee"), appointed Brady Stewart as a member of
the Board, effective immediately. Mrs. Stewart will serve as a Class II
director, with an initial term expiring at the annual meeting of stockholders in
2023.
The Committee and the Board determined that Mrs. Stewart qualifies as an
independent director under the director independence standards set forth by
applicable Marketplace Rules of The Nasdaq Stock Market.
In connection with her appointment and in accordance with the Company's
compensation arrangements for its non-employee directors described under
"Director Compensation" in the Company's Proxy Statement for its 2021 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission (the
"SEC") on April 26, 2021 (the "Director Compensation Program"), on January 5,
2022 Mrs. Stewart will be granted restricted stock units with a value equal to
approximately $230,000. The stock units are scheduled to vest over a period of
two years, with 50% of the stock units subject to the award scheduled to vest on
January 5, 2023 and the balance scheduled to vest on January 5, 2024. In
accordance with the Director Compensation Program, Mrs. Stewart will also
receive an annual retainer of $42,000 for service as a Board member, pro-rated
for any partial year of service.
The Company also entered into an indemnification agreement with Mrs. Stewart
consistent with the standard form of indemnification agreement entered into with
each of the Company's other directors, which is filed as Exhibit 10.11 to
Amendment No. 1 to the Company's Registration Statement on Form S-1 filed with
the SEC on January 25, 2018 . The indemnification agreement provides, among
other things, that the Company will indemnify Mrs. Stewart to the fullest extent
permitted under Delaware law for certain liabilities that may arise in
connection with her service as a director of the Company and will advance
certain expenses incurred in connection with any proceeding for which she could
be indemnified.
There are no arrangements or understandings between Mrs. Stewart and any other
persons pursuant to which she was elected as a director of the Company. There
are no related person transactions (within the meaning of Item 404(a) of
Regulation S-K promulgated by the SEC) between Mrs. Stewart and the Company.
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Item 7.01 Regulation FD Disclosure.
On January 5, 2022, the Company issued a press release announcing the
appointment of Mrs. Stewart to the Board. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release of Evolus, Inc., dated
January 5, 2022
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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EVOLUS, INC. 
