Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Director
On December 2, 2020, the Board of Directors (the "Board") of Pandion
Therapeutics, Inc. (the "Company"), upon recommendation from the Nominating and
Corporate Governance Committee of the Board, elected Katina Dorton as a member
of the Board, effective immediately, to fill the vacancy created by the
resignation of Mitchell Mutz, which is discussed below. Ms. Dorton will serve as
a Class I director with a term expiring at the Company's 2021 annual meeting of
stockholders and thereafter until her successor has been duly elected and
qualified or until her earlier death, resignation or removal. Ms. Dorton was
also elected to serve on the Audit Committee of the Board and has been appointed
as Chair of the Audit Committee. The Board has determined that Ms. Dorton is
"independent" as contemplated by the Nasdaq Stock Market and other governing
laws and applicable regulations.
There are no arrangements or understandings between Ms. Dorton and any other
persons pursuant to which she was elected as a director. There are no
transactions in which Ms. Dorton has an interest requiring disclosure under Item
404(a) of Regulation S-K of the Securities Act of 1933, as amended.
Ms. Dorton will receive compensation for her service as a non-employee director
and for committee service in accordance with the Company's director compensation
program, including the award of a one-time nonqualified stock option under the
Company's 2020 Stock Incentive Plan to purchase 27,994 shares of common stock,
$0.001 par value per share, of the Company ("Common Stock") at an exercise price
of $16.96 per share, which was equal to the closing price of the Common Stock on
the Nasdaq Global Select Market on the effective date of Ms. Dorton's election
to the Board.
In connection with her election to the Board, the Company and Ms. Dorton will
enter into the Company's standard form of indemnification agreement, a copy of
which was filed as Exhibit 10.19 to the Company's Registration Statement on Form
S-1 (File No. 333-239500) filed with the Securities and Exchange Commission on
June 26, 2020. Pursuant to the terms of the indemnification agreement, the
Company may be required, among other things, to indemnify Ms. Dorton for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by her in any action or proceeding arising out
of her service as a director of the Company.
A copy of the Company's press release announcing Ms. Dorton's election is
furnished, but not filed, as Exhibit 99.1 to this Current Report on Form 8-K.
Director Resignation
On November 30, 2020, Mitchell Mutz, a member of the Board, informed the Company
of his decision to step down from the Board. Dr. Mutz's resignation was
effective as of December 2, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
99.1 Press Release issued by the Company on December 3, 2020
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