Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(a) On June 9, 2021, Juliet Tammenoms Bakker resigned from the Board of
Directors (the “Board”) of Eargo, Inc. (the “Company”), effective immediately.
Ms. Tammenoms Bakker’s resignation was not as a result of any disagreement with
the Company or any matter relating to the Company’s operations, policies or
(d) On June 9, 2021, the Board appointed Katherine Bayne to the Board as a
Class III director and as a member of the Nominating and Corporate Governance
Committee of the Board (the “Nominating Committee”), effective immediately.
Ms. Bayne’s term as director will expire at the 2023 annual meeting of
stockholders or until her successor is elected and qualified or her earlier
death, resignation, disqualification, retirement or removal.
Pursuant to the Company’s non-employee director compensation program, as a
non-employee director, Ms. Bayne received an initial option grant to purchase
10,325 shares of the Company’s common stock under the Company’s 2020 Incentive
Award Plan and may be eligible to receive, on the date of each annual meeting of
the Company’s stockholders, an option to purchase that number of shares of the
Company’s common stock calculated by dividing (i) $120,000 by (ii) the per share
grant date fair value of the option, calculated based on the 30 trading day
average closing price of the Company’s common stock as of the trading day
immediately preceding the date of grant. Ms. Bayne will receive an annual cash
retainer in the amount of $40,000 per year for Board service and an additional
annual cash retainer in the amount of $5,000 per year for her service on the
Nominating Committee. The foregoing description is qualified in its entirety by
reference to the text of the Company’s non-employee director compensation
program, which was filed as Exhibit 10.8 to the Company’s Registration Statement
on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on
September 25, 2020.
In addition, Ms. Bayne will enter into the Company’s standard indemnification
and advancement agreement for directors and executive officers, the form of
which was filed as Exhibit 10.9 to the Company’s Registration Statement on Form
S-1 filed with the SEC on September 25, 2020.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release, dated June 10, 2021, announcing the
appointment of Ms. Bayne to the Board is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
The information in this Item 7.01, including the exhibit hereto, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section 11
and 12(a)(2) of the Securities Act of 1933, as amended. The information
contained herein and in the accompanying exhibit shall not be incorporated by
reference into any filing with the SEC made by the Company, whether made before
or after the date hereof, regardless of any general incorporation language in
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release dated June 10, 2021. 104 Cover Page Interactive File, formatted in Inline XBRL.
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