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): September 27, 2016

 

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

200-3650 Gilmore Way

Burnaby, British Columbia V5G 4W8

Canada

(Address of principal executive offices including zip code)

 

(604) 484-3300

(Registrant’s telephone number, including area code)

 

 

(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 Instructions A.2. below):

 

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective September 27, 2016, 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 Dawn Svoronos, as a director of the Company. Ms. Svoronos was not appointed to any committees of the Board in connection with her initial appointment as a director.

There are no transactions and no proposed transactions between Ms. Svoronos (or any member of her immediate family) and the Company, and there is no arrangement or understanding between Ms. Svoronos and any other person or entity pursuant to which Ms. Svoronos was appointed as a director of the Company.

Ms. Svoronos will participate in the Company's standard compensation plan for non-employee directors, including an intitial stock option grant, which was granted to Ms. Svoronos on September 27, 2016.  The standard compensation plan for non-employee directors is described in the section entitled "Director Compensation Policy for Fiscal Year 2015" of the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 27, 2016.

A press release announcing Ms. Svoronos' appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

(d) Exhibits.

 

 

 

 

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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 thereunto duly authorized.

 

 

 

 

 

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EXHIBIT INDEX

 

 

FOR IMMEDIATE RELEASE

Xenon Pharmaceuticals Appoints Dawn Svoronos to Its Board of Directors

BURNABY, British Columbia, September 27, 2016 – Xenon Pharmaceuticals Inc. (Nasdaq:XENE), a clinical-stage biopharmaceutical company, today announced that Dawn Svoronos has been appointed to its Board of Directors. Ms. Svoronos is a pharmaceutical industry executive whose experience includes a 23-year career at Merck & Co. with a focus on commercial operations and marketing, as well as board positions at Medivation Inc. and Theratechnologies Inc.

 

Dr. Simon Pimstone, Xenon’s President and Chief Executive Officer, commented: “On behalf of our Board of Directors, I am delighted to welcome Dawn to our Board. Dawn brings a tremendous amount of expertise to Xenon that includes, in particular, a vast knowledge of the commercialization process in life sciences and pharmaceutical companies. With the continued advancement of our clinical pipeline, and as Xenon continues to pursue multiple therapeutic and commercial opportunities, Dawn’s counsel will be indispensable.”

 

Ms. Svoronos retired in 2011 from Merck & Co. following a 23-year career in commercial positions of increasing seniority, most recently as President of Europe and Canada. In that role, Ms. Svoronos had full P&L responsibility for 30 European markets with annual sales of several billion dollars and an employee base of several thousand. Previously held positions with Merck include Vice President of Asia Pacific and Vice President of Global Marketing for the Arthritis, Analgesics and Osteoporosis franchise. Ms. Svoronos sits on the board of Medivation Inc. and is chair of the board for Theratechnologies Inc. Ms. Svoronos received a B.A. in English and French Literature from Carleton University.

 

About Xenon Pharmaceuticals Inc.

 

Xenon is a clinical-stage biopharmaceutical company discovering and developing a pipeline of differentiated therapeutics for orphan indications that it intends to commercialize on its own and for larger market indications that the company intends to partner with global pharmaceutical companies. Xenon has built a core enabling discovery platform, referred to as Extreme Genetics®, for the discovery of validated drug targets by studying rare human diseases with extreme traits, including diseases caused by mutations in ion channels, known as channelopathies. Xenon's Extreme Genetics® platform has yielded the first approved gene therapy product in the European Union and a broad development pipeline and multiple pharmaceutical partnerships, including with Teva and Genentech. For more information, please visit www.xenon-pharma.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 and Canadian securities laws. These forward-looking statements are not based on historical fact, and include statements regarding our management and their contributions and our prospects, the growth of our research and development organization and product candidate pipeline and the progress and potential of our pipeline and ongoing development programs. These forward-looking statements are based on current assumptions that involve risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties, many of which are beyond our control, include, but are not limited to: clinical trials may not demonstrate safety and efficacy of any of our or our collaborators' product candidates; our Extreme Genetics® discovery platform or ongoing collaborations

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may not yield additional product candidates; any of our or our collaborators' product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; we may not achieve additional milestones pursuant to our collaboration agreements; the impact of competition; adverse conditions in the general domestic and global economic markets; as well as the other risks identified in our filings with the Securities and Exchange Commission and the securities commissions in British Columbia, Alberta and Ontario. These forward-looking statements speak only as of the date hereof and we assume no obligation to update these forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.

 

“Xenon,” the Xenon logo, and “Extreme Genetics” are registered trademarks or trademarks of Xenon Pharmaceuticals Inc. in various jurisdictions.

 

Investor/Media Contact:

Jodi Regts
Senior Director, Corporate Affairs
Xenon Pharmaceuticals Inc.
Phone: 604.484.3353
Email: investors@xenon-pharma.com