Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 9, 2020, the board of directors (the "Board") of Xenon
Pharmaceuticals Inc. (the "Company"), based upon a recommendation from the
Nominating and Corporate Governance Committee of the Board, voted to appoint Dr.
Clarissa Desjardins as a director of the Company, effective as of January 13,
2020.
There are no transactions and no proposed transactions between Dr. Desjardins
(or any member of her immediate family) and the Company (or its subsidiary), and
there is no arrangement or understanding between Dr. Desjardins and any other
person or entity pursuant to which Dr. Desjardins was appointed as a director of
the Company.
Dr. Desjardins will participate in the Company's standard compensation plan for
non-employee directors, including an initial stock option grant, which will be
granted to Dr. Desjardins on January 13, 2020. The standard compensation plan
for non-employee directors is described in the section titled "Director
Compensation Policy" of the Company's definitive proxy statement on Schedule
14A, filed with the Securities and Exchange Commission on April 29, 2019.
In addition, on January 8, 2020, Dr. Richard Scheller, submitted his resignation
from the Board, effective January 14, 2020. In submitting his resignation, Dr.
Scheller did not express any disagreement on any matter relating to the
Company's operations, policies or practices.
As a result of Dr. Scheller's resignation and Dr. Desjardins' appointment, Dr.
Desjardins was appointed to the Board's Compensation Committee replacing Dr.
Scheller effective as of January 13, 2020. Following Dr. Desjardins' appointment
to the Board's Compensation Committee, the membership on the three standing
committees of the Board is as follows:
Nominating and Corporate
Audit Committee Compensation Committee Governance Committee
Frank Holler (Chair) Dr. Mohammad Azab (Chair) Dr. Gary Patou (Chair)
Steven Gannon Dr. Clarissa Desjardins Dawn Svoronos
Michael Tarnow Dr. Gary Patou Michael Tarnow
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