8-K

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): January 8, 2020

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. ☐

On January 9, 2020, 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 Dr. Clarissa Desjardins as a director of the Company, effective as of January 13, 2020.

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

Dr. Desjardins will participate in the Company's standard compensation plan for non-employee directors, including an initial stock option grant, which will be granted to Dr. Desjardins on January 13, 2020.  The standard compensation plan for non-employee directors is described in the section titled "Director Compensation Policy" of the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2019.

In addition, on January 8, 2020, Dr. Richard Scheller, submitted his resignation from the Board, effective January 14, 2020. In submitting his resignation, Dr. Scheller did not express any disagreement on any matter relating to the Company's operations, policies or practices.

As a result of Dr. Scheller’s resignation and Dr. Desjardins’ appointment, Dr. Desjardins was appointed to the Board's Compensation Committee replacing Dr. Scheller effective as of January 13, 2020. Following Dr. Desjardins’ appointment to the Board's Compensation Committee, the membership on the three standing committees of the Board is as follows:

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.