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 9, 2022

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (604) 484-3300

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Executive Compensation

On March 10, 2022, the compensation committee (the “Committee”) of the board of directors (the “Board”) of Xenon Pharmaceuticals Inc. (the “Company”) approved 2021 non-equity incentive plan payments and 2022 base salaries for certain of the Company’s executive officers as set forth in the table below, including the Company’s named executive officers. For additional information regarding non-equity incentive compensation, please see the section titled “Executive Compensation—Non-Equity Incentive Plan Compensation and Bonuses” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on April 28, 2021. All amounts are expressed in U.S. dollars.

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Dr. Pimstone, Mr. Mortimer and Ms. Aulin are eligible to receive payments under the Company’s 2022 non-equity incentive plan of up to 55%, 55% and 40% of their base salaries, respectively. The 2022 performance goals for these officers are related to various corporate objectives, including: XEN1101 “end-of-Phase 2” meeting with U.S. Food and Drug Administration and initiation of a Phase 3 clinical program in epilepsy; XEN1101 company-sponsored major depressive disorder proof-of-concept clinical trial initiation and recruitment; on track for XEN496 Phase 3 clinical trial completion in the first half of 2023; achieve a partnership milestones and complete collaboration support to Neurocrine Biosciences Inc.; transition one discovery stage project to nomination of a development track candidate and one clinical candidate into Phase 1 clinical studies; and execute against the Company’s capital markets plan and cash-runway objective. The 2022 non-equity incentive plan payments for each of Dr. Pimstone, Mr. Mortimer and Ms. Aulin are based solely on the achievement of corporate goals. Pursuant to the terms of the Pimstone Employment Agreement, any 2022 non-equity incentive plan payment that Dr. Pimstone is eligible to receive will be based on the period he is employed in 2022.

Director Changes

On March 9, 2022, Michael Hayden, notified the Board that he would not stand for re-election as a director of the Board at the Annual Meeting. Dr. Hayden’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On March 9, 2022, the Board, pursuant to the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Pimstone, current Executive Chair of the Board, as Chair of the Board, effective upon and subject to his re-election as a director at the Annual Meeting.

On March 10, 2022, the Company announced the meeting, record date and certain other information relating to its Annual Meeting pursuant to a filing submitted to the System for Electronic Document Analysis and Retrieval (“SEDAR”) in Canada.

(d) Exhibits.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibits are deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.