Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Director
Effective June 26, 2020, Cheryl Blanchard, Ph.D., resigned from the board of
directors (the "Board") of Neuronetics, Inc. (the "Company") and as a member of
the compensation committee of the Board and nominating and corporate governance
committee of the Board. Dr. Blanchard's resignation is not due to any
disagreement with the Company.
Appointment of Director
On June 26, 2020, upon the recommendation of its Nominating and Corporate
Governance Committee, the Board appointed Bruce Shook to the Board to fill the
vacancy on the Board created by Dr. Blanchard's resignation. The Board
determined that Mr. Shook qualifies as an independent director under the
director independence standards set forth by the SEC and applicable NASDAQ Stock
Market LLC rules. Mr. Shook's term will expire at the 2021 annual meeting of
stockholders of the Company. Mr. Shook has also been appointed to the audit
committee of the Board. In addition, the Company entered into an indemnification
agreement with Mr. Shook in connection with his appointment to the Board, in
substantially the same form as that entered into with the Company's other
directors.
In connection with his appointment and as approved by the Board, Mr. Shook will
receive compensation as a non-employee director. There are no arrangements or
understandings between Mr. Shook and any other person pursuant to which he was
selected as a director. Mr. Shook has no family relationship with any director
or executive officer of the Company and he has no direct or indirect material
interest in any transaction involving the Company required to be disclosed under
Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On June 26, 2020, the Company issued a press release announcing Mr. Shook's
appointment to the Board. A copy of such press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be "filed"
for the purpose of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated June 26, 2020, of Neuronetics, Inc.--------------------------------------------------------------------------------
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NEURONETICS, INC. 
