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): June 5, 2020

NGM Biopharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (650) 243-5555

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 Instructions 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.  ☐

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

On June 5, 2020 (the “Effective Date”), the Board of Directors (the “Board”) of NGM Biopharmaceuticals, Inc. (the “Company”) increased the authorized size of the Board from nine to ten members, creating a vacancy on the Board.

On the Effective Date, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Carole Ho, M.D. to fill the vacant Board seat and to serve as a member of the Board with an initial term expiring at the Company’s 2023 annual meeting of stockholders.

There are no arrangements or understandings between Dr. Ho and any other persons pursuant to which she was selected as a director of the Company. The Board has determined that Dr. Ho is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission requirements and Nasdaq listing standards. There is no transaction involving Dr. Ho that requires disclosure under Item 404(a) of Regulation S-K.

As of the Effective Date, Dr. Ho will participate in the Company’s Non-Employee Director Compensation Policy (the “Policy”), which is described in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 8, 2020. Under the Policy, Dr. Ho will receive an annual retainer of $40,000 for her service on the Board starting on the Effective Date with payment pro-rated for any partial period of service. In addition, on the Effective Date, Dr. Ho received an option to purchase 39,515 shares of the Company’s Common Stock, which will vest one-third after the first year, with the remaining shares vesting quarterly over the second and third years, such that the grant will be fully vested on the third anniversary of the Effective Date, subject to Dr. Ho’s continuous service as a member of the Board. The Company will also enter into its standard form of indemnification agreement with Dr. Ho.

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.

Date:   June 8, 2020