GH 8-K
Guardant Health, Inc. (GH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On October 21, 2024, the Board of Directors (the “Board”) of Guardant Health, Inc. (the “Company”) increased the number of directors on the Board to ten and appointed Roberto Mignone., as a Class I director of the Company, to be effective as of October 21, 2024. Mr. Mignone will serve on the Board for a term expiring at the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection with his appointment to the Board, Mr. Mignone was appointed to the audit committee of the Board.
Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC (“Bridger”), an investment management firm founded in 2000 and specializing in long-term equity strategies. Since inception, Bridger has focused on the healthcare sector and has developed considerable research expertise in support of its investments. In addition to healthcare, Bridger invests in global consumer, technology and financial services companies. Prior to Bridger, Mr. Mignone co-founded and served as a partner of Blue Ridge Capital LLC from 1996 to 2000, an investment management firm that specialized in health care, technology, media, telecommunications and financial services. Mr. Mignone serves as a co-Vice Chairman and member of the Finance Committee and Nominating Committee of the New York University Langone Medical Center. He received a Bachelor of Arts degree in Classics from Harvard College and an M.B.A. from Harvard Business School.
Mr. Mignone will receive the standard compensation paid by the Company to all of its non-employee directors under the Company’s Amended Non-Employee Director Compensation Program (the “Program”). Pursuant to the Program, Mr. Mignone will receive a stock option award and restricted stock unit award, each with a value of $362,500 (collectively, the “Initial Awards”). Each of the Initial Awards will vest with respect to one-fourth (1/4th) of the shares subject thereto on the first anniversary of Mr. Mignone’s appointment to the Board, and as to the remaining three-fourths (3/4ths) of the shares subject thereto on each monthly anniversary of Mr. Mignone’s appointment to the Board during the three-year period thereafter, subject to continued service through the applicable vesting date.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Mignone, which will require the Company to indemnify him against certain liabilities that may arise as result of his status or service as a director. The description of Mr. Mignone’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 18, 2018 as Exhibit 10.8.
There are no arrangements or understandings between Mr. Mignone and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Mignone has an interest that would be reportable under Item 404(a) of Regulation S-K.
On October 24, 2024, the Company issued a press release announcing Mr. Mignone’s appointment to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Guardant Health, Inc., dated October 24, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GUARDANT HEALTH, INC. | ||||
| Date: October 24, 2024 | By: | /s/ John G. Saia | ||
| John G. Saia | ||||
| Chief Legal Officer and Corporate Secretary | ||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Roberto A. Mignone Joins Guardant Health Board of Directors
PALO ALTO, Calif.-- (October 24, 2024) -- Guardant Health, Inc. (Nasdaq: GH), a pioneer in precision oncology, today announced the appointment of Roberto A. Mignone to its board of directors, effective immediately. Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC, an investment management firm founded in 2000 and specializing in long-term equity strategies.
“We are fortunate to welcome Roberto Mignone to our board of directors, bringing his healthcare industry expertise, long-term vision, and business acumen to our company,” said Helmy Eltoukhy, chairman and co-CEO of Guardant Health. “We look forward to Mr. Mignone’s perspective as we strengthen our product offerings across the continuum of care, and look forward to the long-term impact this can have on patients.”
Since its founding in 2020, Bridger Management has expanded its focus on the healthcare sector, in addition to its investments across global consumer, technology, and financial service companies. With his appointment, Mr. Mignone will bring his vast experience and expertise in business strategy to Guardant Health, following the FDA approval of its early-stage colorectal cancer screening product, Shield.
“I continue to be inspired by companies like Guardant Health that find new, innovative ways to solve some of the world’s most pressing challenges,” said Mr. Mignone. “Through Guardant Health, we have the potential to provide better care to cancer patients globally, which is a mission I look forward to contributing to.”
Prior to Bridger Management, Mr. Mignone co-founded Blue Ridge Capital LLC, an investment firm that focused on healthcare, technology, media, telecommunications, and financial services investing. He currently serves as the co-Vice Chairman at the New York University Langone Medical Center. He is also a member of the board at Teva Pharmaceuticals.
About Guardant Health
Guardant Health is a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. Founded in 2012, Guardant is transforming patient care by providing critical insights into what drives disease through its advanced blood and tissue tests, real-world data and AI analytics. Guardant tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and helping doctors select the best treatment for patients with advanced cancer. For more information, visit guardanthealth.com and follow the company on LinkedIn, X (Twitter) and Facebook.