Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Equity Awards
On January 14, 2020, the Compensation Committee of the Board of Directors, or
the Compensation Committee, of DermTech, Inc., or the Company, approved the
granting of options to purchase Company common stock, or Options, and restricted
stock units representing the contingent right to receive Company common stock,
or RSUs, to certain executive officers of the Company under the DermTech, Inc.
Amended and Restated 2010 Stock Plan, or the Plan. Additionally, on January 14,
2020, the Compensation Committee recommended that the Board of Directors of the
Company, or the Board, approve the granting of an Option and RSUs to John Dobak,
the Company's chief executive officer. The Board approved such grants to
Dr. Dobak on January 14, 2020. The grants of all Options to Company executive
officers were effective upon the approval of the Compensation Committee or the
Board, as applicable. The grants of all RSUs to Company executive officers,
including John Dobak, were effective upon the Company filing a registration
statement on Form S-8 (File No. 333-235967) on January 17, 2020.
The following table sets forth the number of shares underlying the RSUs and
Options that were awarded to the Company's principal financial officer and named
executive officers (including the Company's principal executive officer):
Name Position RSUs OPTIONS
John Dobak Chief Executive Officer 26,901 76,861
Kevin Sun Chief Financial Officer 132,032 30,983
Burkhard Jansen Chief Medical Officer 0 43,120
The Options awarded to Dr. Dobak, Mr. Sun and Dr. Jansen have an exercise price
of $9.73 per share and vest in equal monthly installments over the 36 months
following the date of grant, subject to certain acceleration events described in
their respective award agreements. Twenty-five percent of the RSUs awarded to
Dr. Dobak vest on September 7, 2020 and the remaining seventy-five percent vest
in equal quarterly installments until fully vested on December 7, 2022, subject
to certain acceleration events described in Dr. Dobak's award agreement
evidencing such RSUs. Twenty-five percent of the RSUs awarded to Mr. Sun vest on
September 7, 2020 and the remaining seventy-five percent vest in equal quarterly
installments until fully vested on September 7, 2023, subject to certain
acceleration events described in Mr. Sun's award agreement evidencing such RSUs.
Approval of New Forms of Award Agreement
On January 14, 2020, the Board approved (i) a new form of restricted stock unit
agreement and three new forms of restricted stock unit award grant notice, or
each a New RSU Grant Notice, to be used for grants of RSUs, and (ii) a new form
of stock option agreement and three new forms of stock option grant notice, or
each a New Option Grant Notice, to be used for grants of Options. The Board
approved the three New RSU Grant Notices for awarding RSUs to executives,
non-employee directors and Participants (as defined in the Plan) who are not
executives or non-employee directors, respectively. The Board approved the three
New Option Grant Notices for awarding Options to executives, non-employee
directors and Participants (as defined in the Plan) who are not executives or
non-employee directors, respectively. The Company expects to use the foregoing
newly approved forms for future equity award grants under the Plan.
The executive forms of New RSU Grant Notice and New Option Grant Notice provide
that the RSUs or Option, as applicable, will vest in full if the executive is
terminated other than for cause, death or disability, or if the executive
resigns for good reason during a period beginning three months prior to and
ending 18 months following a change in control of the Company. The non-employee
director forms of New RSU Grant Notice and New Option Grant Notice provide that
the RSUs or Option, as applicable, will vest in full in the event of a change in
control of the Company if the award recipient is a director of the Company at
the time of any such change in control. The forms of New RSU Grant Notice and
New Option Grant Notice for Participants (as defined in the Plan) who are not
executives or non-employee directors do not provide for the acceleration of
vesting.
The foregoing descriptions of the new forms of award agreement and grant notice
do not purport to be complete and are qualified in their entirety by reference
to the full text of the new forms of award agreement and grant notice, copies of
which are filed as Exhibits 10.1 and 10.2 herewith and are incorporated herein
by reference.
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Item 7.01 Regulation FD Disclosure
The Company is furnishing with this Current Report on Form 8-K a copy of its
current investor presentation slides. The information in these slides shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or the Exchange Act, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Exchange Act or the Securities Act of 1933, as amended, except as
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 2020 Form of Stock Option Agreement and Forms of Stock Option Grant
Notice under Amended and Restated 2010 Stock Plan
10.2 2020 Form of Restricted Stock Unit Agreement and Forms of Restricted
Stock Unit Award Grant Notice under Amended and Restated 2010 Stock
Plan
99.1 Current Investor Presentation
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