UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 4, 2020

ARCUS BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

3928 Point Eden Way

Hayward, CA 94545

(Address of principal executive offices)

Registrant’s telephone number, including area code: (510) 694-6200

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:

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 June 4, 2020, the Board of Directors (the “Board”) of Arcus Biosciences, Inc. (the “Company”) re-appointed David Lacey, M.D. as a Class II Director and appointed Dr. Lacey as a member of the Company’s Audit Committee. Dr. Lacey is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Lacey, on the one hand, and any other persons, on the other hand, pursuant to which he was selected as a director.  Dr. Lacey will be entitled to receive, as a non-employee director, compensation as set forth in Exhibit 10.1 attached hereto.

On June 4, 2020, the Compensation Committee of the Board, pursuant to a delegation of authority from the Board, approved an amended Non-Employee Director Compensation Program, attached hereto as Exhibit 10.1.  

On June 4, 2020, the Compensation Committee of the Board approved a severance program to formalize and standardize the Company’s severance practices for members of its management, including its executive officers.  Under the severance program, in the event of termination without cause, the Company’s CEO and President would be entitled to (a) severance in the amount of 12 months of the officer’s then-current base salary, (b) payment or reimbursement of healthcare continuation premiums under COBRA for up to 12 months and (c) consideration of their pro-rata bonus based on the number of days that the officer was employed during such year.  Under the severance program, the Company’s other C-level officers, which includes the Company’s Chief Medical Officer, are eligible for the foregoing severance benefits, but in an amount of up to 9 months of the officer’s then-current base salary and up to 9 months of healthcare continuation payments or reimbursements.  In all events, in order to receive the payments and benefits, the officer will be required to, among other things, execute and not revoke a general release of claims against the Company and certain related parties.

On June 4, 2020, the Company held its annual meeting of stockholders.  The results of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of a director to hold office until the 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified:

Proposal 2: The ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020:

There were no broker non-votes for Proposal 2.

(d) Exhibits.

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.