UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2020
Revolution Medicines, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39219 | 47-2029180 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
700 Saginaw Drive
Redwood City, California 94063
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 481-6801
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | RVMD | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2020, the board of directors of Revolution Medicines, Inc. (the “Company”) approved bonus payments to each of the Company’s named executive officers in respect of performance for the year ended December 31, 2019. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Registration Statement on Form S-1 (File No. 333-235968) (the “Registration Statement”) because the amount of the bonuses had not been determined at the time the Registration Statement was declared effective by the Securities and Exchange Commission. In accordance with Item 5.02(f) of Form 8-K, the table below updates the “Non-equity incentive plan compensation” and “Total” columns in the Summary Compensation Table for the named executive officers previously set forth in the Registration Statement. No other amounts have changed.
2019 summary compensation table:
| Name and principal position |
Year | Salary | Bonus | Option awards(1) |
Non-equity incentive plan compensation |
All other compensation(2) |
Total | |||||||||||||||||||||
| Mark A. Goldsmith, M.D., Ph.D. |
2019 | $ | 504,300 | — | $ | 3,808,974 | $ | 260,980 | $ | 2,000 | $ | 4,576,254 | ||||||||||||||||
| President and Chief Executive Officer |
2018 | 489,567 | — | 582,915 | 232,500 | — | 1,304,982 | |||||||||||||||||||||
| Steve Kelsey, M.D. |
2019 | 424,350 | — | 1,298,253 | 170,800 | 2,000 | 1,895,403 | |||||||||||||||||||||
| President, Research and Development |
2018 | 405,000 | — | 81,934 | 152,150 | — | 639,084 | |||||||||||||||||||||
| Margaret Horn, J.D. |
2019 | 384,375 | — | 1,662,587 | 166,150 | 2,000 | 2,215,112 | |||||||||||||||||||||
| Chief Operating Officer and General Counsel |
2018 | 347,500 | — | 31,323 | 140,000 | — | 518,823 | |||||||||||||||||||||
| (1) | Amounts reported represent the aggregate grant date fair value of stock options granted to our named executive officers computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our consolidated financial statements included in the Registration Statement. The Company’s named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. |
| (2) | Represents Company matching contributions under the Company’s 401(k) plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REVOLUTION MEDICINES, INC. | ||||
| Date: March 20, 2020 |
By: | /s/ Mark A. Goldsmith | ||
| Mark A. Goldsmith, M.D., Ph.D. | ||||