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): ~~May~~June 266, 2022

ChemoCentryx, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35420

94-3254365

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


835 Industrial Road, San Carlos, CA		94070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 210-2900

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.001 per share		CCXI		The Nasdaq Stock Market LLC

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 1034 (§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.

Effective as of ~~May~~June 266, 2022, ~~upon~~Yi ~~the~~Ching ~~recommendation~~Yau, ofage ~~the~~46, ~~Nominating~~has ~~and~~been ~~Corporate~~appointed ~~Governance~~Senior ~~Committee~~Vice ~~and~~President, ~~the~~Finance ~~approval~~and ofPrincipal ~~the~~Accounting ~~stockholders~~Officer ~~at the annual meeting~~ of ~~stockholders of~~ ChemoCentryx, Inc. (the “Company”)~~, David E~~. Wheadon, M.D., age 64, was elected to the Board of Directors (the “Board”) of the Company as an independent director. Dr. Wheadon was elected to serve as a Class II director, with an initial term expiring at the 2025 annual meeting of stockholders of the Company. In addition, after fulfilling his final term as a Class II director, Henry A. McKinnell, Jr., Ph.D. retired from the Board.

~~Dr. Wheadon~~Prior ~~retired~~to ~~from~~joining ~~AstraZeneca~~the ~~PLC~~Company, inMs. Yau ~~2019~~served as ~~Senior~~the ~~Vice~~Chief ~~President,~~Accounting ~~Global~~Officer ~~Regulatory~~for ~~Affairs~~BridgeBio Pharma, ~~Patient~~Inc. ~~Safety~~from ~~and~~October ~~Quality~~2019 ~~Assurance,~~to aMarch ~~position~~2022. hePrior ~~had~~to ~~held~~BridgeBio ~~since~~Pharma, ~~2014~~Inc. ~~Before joining AstraZeneca~~, DrMs. ~~Wheadon~~Yau ~~held~~was ~~a variety of leadership roles in the healthcare sector, including Executive~~ Vice President, ~~Research~~Finance ~~and Advocacy~~ at ~~the~~Nektar ~~Juvenile~~Therapeutics ~~Diabetes~~from ~~Research~~May ~~Foundation,~~2018 ~~Senior~~to ~~Vice~~October ~~President~~2019 ofand ~~Global~~Corporate ~~Pharmaceutical~~Controller ~~Regulatory~~ and ~~Medical~~Assistant ~~Sciences~~Treasurer at ~~Abbott~~Theravance ~~Laboratories~~Biopharma, ~~and~~Inc. ~~Senior~~from ~~Vice~~October ~~President~~2013 ofto UMay 2018.S. ~~Regulatory~~From ~~Affairs~~2001 atto ~~GlaxoSmithKline~~2013, ~~Laboratories~~Ms. ~~Dr.~~ ~~Wheadon~~Yau ~~has~~worked ~~also~~at ~~served~~Ernst & asYoung ~~Senior Vice President~~LLP, ~~Scientific~~most ~~and~~recently ~~Regulatory~~as ~~Affairs~~Senior ~~at PhRMA~~Manager, ~~the Washington D.C.-based Pharmaceutical Industry Research~~ and ~~Manufacturers~~is ~~Association,~~a ~~during~~California ~~which~~Certified ~~time~~Public heAccountant ~~interacted~~and ~~with~~Charted ~~the~~Accountant ~~Food~~of ~~and~~Singapore. ~~Drug~~She ~~Administration~~holds ~~(FDA),~~a ~~the~~Bachelor ~~Department~~ of ~~Health~~Accountancy ~~and~~from ~~Human~~Nanyang ~~Services~~Technological ~~(HHS)~~University, ~~and the National Institutes of Health (NIH)~~Singapore.

~~Dr.~~In connection with her commencement of employment, effective June ~~Wheadon~~6, ~~holds~~2022, athe ~~M.D.~~Compensation ~~from~~Committee ~~Johns~~of ~~Hopkins~~the ~~University~~Board ~~School~~of Directors of ~~Medicine~~the ~~and~~Company anapproved Athe grant of options to purchase 65,000 shares of the Company’s common stock to Ms.B Yau. inThe ~~Biology~~stock ~~from~~options ~~Harvard~~have ~~University~~an exercise price per share equal to $25.19, Hethe ~~completed~~closing ~~his~~price ~~postdoctoral~~of ~~training~~the inCompany’s ~~Psychiatry~~common atstock ~~Tufts/New~~on ~~England~~the ~~Medical~~Nasdaq ~~Center~~Stock inMarket ~~Boston~~on June 7, ~~Massachusetts~~2022, the grant date. HeThe ~~currently~~stock ~~serves~~options will vest over a four-year period, with 25% of the options vesting on the ~~boards~~first anniversary of ~~Karuna~~the ~~Therapeutics~~date ~~Inc.~~of grant and the remainder of the options vesting monthly over the subsequent three years, ~~Sotera~~subject ~~Health~~to Ms. Yau’s ontinued service with the Company through the applicable vesting dates. In addition, the stock options granted to Ms. Yau will be subject to accelerated vesting as provided in the Company’s change of control policy. The stock options were granted under the Company’s 2012 Equity Incentive Plan and ~~Vaxart,~~have ~~Inc~~a term of ten years from the grant date.

~~Item~~There 5are no arrangements or understandings between Ms.~~07.~~ Yau ~~Submission~~and ofany ~~Matters~~other persons pursuant to which she was selected as an officer, and there are no related person transactions (within the meaning of Item 404(a) ~~Vote~~of Regulation S-K) between Ms. Yau and the Company or family relationships between Ms. Yau and any director or executive officer of ~~Security~~the ~~Holders~~Company.

The Company held its annual meeting of stockholders on May 26, 2022. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1. To elect the following Class II directors for a three-year term to expire at the 2025 annual meeting of stockholders:

Director Name	For		Against		Abstain		Broker Non-Votes
Geoffrey M. Parker		35,251,509		16,878,334		19,810		7,464,742
James L. Tyree		49,947,587		2,185,377		16,689		7,464,742
David E. Wheadon, M.D.		51,208,441		924,627		16,585		7,464,742

In accordance with the above results, above nominees were elected to serve as directors.

2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

For		Against		Abstain		Broker Non-Votes
59,209,659		393,243		11,493		0

In accordance with the above results, the selection of Ernst and Young LLP was approved.

3. To approve, on an advisory basis, the compensation of our named executive officers:

For		Against		Abstain		Broker Non-Votes
49,983,772		2,020,026		145,855		7,464,742

In accordance with the above results, the compensation of our named executive officers was approved.

Item 7.01. Regulation FD Disclosure

On May 31, 2022, the Company issued a press release announcing changes to the composition of its Board of Directors. David E. Wheadon M.D. has been elected to the Board as an independent director, and Henry A. McKinnell, Jr., Ph.D., retired from the Board, effective May 26, 2022. A copy of the press release is being furnished as Exhibit 99.1 to this report.

The information contained in this Item 7.01, including the exhibit referenced herein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

ExhibitNumber		Description
99.1		Press release issued by ChemoCentryx, Inc., dated May 31, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Name:

Susan M. Kanaya

Title:

Executive Vice President

Chief Financial and Administrative Officer and Secretary

CHEMOCENTRYX, INC.

Date: June 1, 2022

Date: June 9, 2022

/s/ Susan M. Kanaya

Susan M. Kanaya

Executive Vice President Chief Financial and Administrative Officer and Secretary

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