Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2021, PROCEPT BioRobotics Corporation (the "Company") entered
into a Lease dated as of December 31, 2021 (the "Lease"), between the Company
and 150-180 Baytech Drive CA Owner LLC ("Landlord"), pursuant to which the
Company will lease two existing buildings, comprising approximately 158,221
rentable square feet of space, located in San Jose, California (the "San Jose
Facility"). The term of the Lease is anticipated to commence on or before
December 31, 2022 and continue for 122 months following the Lease commencement,
with two five year options to extend the term of the Lease. The Lease provides
for annual base rent of approximately $4.3 million in the first year, which
increases on a yearly basis up to approximately $5.5 million in year 10. The
Company intends to relocate its operations to the San Jose Facility by the end
of the term of the lease for the Company's facility in Redwood City, California.
Under the terms of the Lease, the Company will receive an allowance of up to
approximately $7.9 million from the Landlord to be applied to the Company's
construction of tenant improvements at the San Jose Facility following the
Landlord's delivery of the San Jose Facility to the Company.
The Lease will be attached as an exhibit to the Company's Annual Report on Form
10-K that will be filed with the U.S. Securities and Exchange Commission for the
year ending December 31, 2021.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 29, 2021, the Board of Directors (the "Board") of the Company
increased the number of directors on the Board from eight to nine and appointed
Mary Garrett as a new Class II director of the Company, with such appointment
taking effect immediately. Ms. Garrett will serve on the Board for a term
expiring at the 2023 Annual Meeting of Stockholders and until her successor is
duly elected and qualified, or until her earlier death, resignation or removal.
Ms. Garrett most recently served on the board of Hillrom Corporation from March
2017 until it was acquired by Baxter International Inc. (NYSE: BAX) in December
2021. Ms. Garrett was the governance committee chair and served on the audit
committee of Hillrom. She also previously served as a board member and was on
the audit committee of Ethan Allen Interiors, Inc. (NYSE: ETH) from 2016 until
November 2021. Prior to these roles and her retirement in 2015, Ms. Garrett was
the Chief Marketing Officer, Global Markets for IBM Corporation.
Ms. Garrett will receive the standard compensation paid by the Company to all of
its non-employee directors under the Company's Director Compensation Program
(the "Program"). Pursuant to the Program, Ms. Garrett has received a restricted
stock unit award, with a value of $200,000 (the "Initial Award"). The Initial
Award will vest with respect to one-third (1/3rd) of the shares subject thereto
on the first anniversary of Ms. Garrett's appointment to the Board, and as to
the remaining two-thirds (2/3rds) of the shares subject thereto on each annual
anniversary of Ms. Garrett's appointment to the Board during the two-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 Ms. Garrett, which will
require the Company to indemnify her against certain liabilities that may arise
as result of her status or service as a director. The description of Ms.
Garrett'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 U.S. Securities
and Exchange Commission on September 8, 2021 as Exhibit 10.5.
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There are no arrangements or understandings between Ms. Garrett and any other
person pursuant to which she was selected as a director, nor are there any
transactions in which Ms. Garrett has an interest that would be reportable under
Item 404(a) of Regulation S-K.
On January 4, 2022, the Company issued a press release announcing Ms. Garrett'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.
Exhibit No. Description
Press Release of PROCEPT BioRobotics Corporation, dated January 4,
99.1 2022
© Edgar Online, source Glimpses
PROCEPT BIOROBOTICS CORPORATION 
