Item 2.02. Results of Operations and Financial Condition.
Kezar Life Sciences, Inc. (the "Company") preliminarily estimates that its cash,
cash equivalents and marketable securities as of December 31, 2021 were
approximately $208.4 million and that it had 56.3 million shares of common stock
outstanding as of December 31, 2021. These preliminary estimates are not a
comprehensive statement of the Company's financial results for the year ended
December 31, 2021 and have not been audited, reviewed, or compiled by its
independent registered public accounting firm. The Company's actual consolidated
cash, cash equivalents and marketable securities balance and shares of common
stock outstanding as of December 31, 2021 may differ from these estimates due to
the completion of the Company's year-end closing and auditing procedures.
The information provided in this Item 2.02 of this Form 8-K shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any of the
Company's filings under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2022, the Compensation Committee (the "Committee") of the Board of
Directors of the Company approved the following compensation decisions and
annual equity awards for the Company's named executive officers (each, an
"Executive").
The Committee approved 2021 cash bonuses, 2022 annual base salaries, 2022 bonus
targets and option grants to purchase shares of the Company's common stock
(each, an "Option") for the Executives, in the amounts set forth in the table
below:
2021 Cash 2022 Annual 2022 Bonus Option
Bonus Base Salary Target Grant
Name and Title (Shares)
John Fowler $326,025 $575,000 55% 500,000
Chief Executive Officer and Director
Christopher Kirk, Ph.D. $203,780 $468,000 40% 170,000
President, Chief Scientific Officer
and Director
Noreen Henig, M.D. $218,500 $500,000 40% 180,000
Chief Medical Officer
The 2022 annual base salaries are effective as of January 1, 2022. Each Option
was granted pursuant to the Company's 2018 Equity Incentive Plan and has (i) a
vesting commencement date of January 5, 2022, (ii) an exercise price of $14.55
per share, the closing price of the Company's common stock on January 5, 2022,
and (iii) a term of ten years following the grant date. Each Option will vest in
48 equal monthly installments over four years following the vesting commencement
date, subject to the Executive's continued service with the Company on each
applicable vesting date.
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