UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02. Termination of a Material Definitive Agreement.
Pursuant to that certain Director Nomination Agreement (the “Nomination Agreement”), dated October 18, 2018, by and between Orchard Therapeutics plc (the “Company”) and Glaxo Group Limited (“GSK”), the Company agreed to nominate and appoint a designee of GSK to the Company’s Board of Directors (the “Board”), initially Jon Ellis, Ph.D., until such time as the Company obtains marketing approval and commercially launches OTL-200 for metachromatic leukodystrophy (“MLD”). On April 8, 2021, in accordance with the Nomination Agreement, the Company received notice from GSK of its decision to withdraw from the Nomination Agreement, and that the Nomination Agreement shall be terminated, effective upon the conclusion of the Company’s 2021 Annual General Meeting of Shareholders to be held on June 16, 2021 (the “Annual Meeting”). As disclosed below, Dr. Ellis has decided not to stand for reelection at the Annual Meeting, and GSK has waived its right to nominate a director nominee.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 8, 2021, Dr. Ellis provided notice to the Company of his intent not to stand for reelection at the Annual Meeting. Dr. Ellis will continue to serve on the Board until the conclusion of the Annual Meeting, when his current term will expire. Dr. Ellis will also resign from his position as member of the Audit Committee of the Board, effective upon the conclusion of the Annual Meeting. Dr. Ellis’ decision to not stand for reelection was not related to any disagreement with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.
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 hereunto duly authorized.
| ORCHARD THERAPEUTICS PLC | ||||||
| Date: April 14, 2021 | By: | /s/ Frank E. Thomas | ||||
| Frank E. Thomas | ||||||
| President and Chief Operating Officer | ||||||