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SANGAMO THERAPEUTICS, INC. (Name of Registrant As Specified in Its Charter) ______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________________ SCHEDULE 14A ____________________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 SANGAMO THERAPEUTICS, INC. (Name of Registrant as Specified In Its Charter) ____________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents SANGAMO THERAPEUTICS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 25, 2021 To the Stockholders of Sangamo Therapeutics, Inc.: You are cordially invited to attend the 2021 Annual Meeting of Stockholders, or the Annual Meeting, of Sangamo Therapeutics, Inc., a Delaware corporation (referred to herein as the Company, Sangamo, we or us). In light of public health concerns regarding the ongoing COVID-19 pandemic, and to protect the health and safety of our stockholders and employees, and to facilitate stockholder participation in the Annual Meeting, the Annual Meeting will be held in an online-only format through a live webcast at www.meetingcenter.io/200857739 on Tuesday, May 25, 2021, at 8:30 a.m. Pacific Time. You will not be able to attend the meeting in person. The Annual Meeting will be held for the following purposes: 1. to elect the nine nominees for director named in the accompanying proxy statement, or the Proxy Statement, to serve on the Board of Directors until the next annual meeting of stockholders to be held in 2022 and until their successors are duly elected and qualified; 2. to approve, on an advisory basis, the compensation of our named executive officers, or NEOs, as described in the accompanying Proxy Statement; 3. to approve the Sangamo Therapeutics, Inc. 2020 Employee Stock Purchase Plan, or the 2020 ESPP, pursuant to which 5,000,000 shares of our common stock will be available for sale and issuance to our employees; 4. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021; and 5. to transact such other business as may properly come before the meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is March 31, 2021. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof. At the time and date of the Annual Meeting, stockholders will be able to inspect a list of stockholders of record in the meeting center at www.meetingcenter.io/200857739 for any purpose germane to the Annual Meeting. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 25, 2021 at 8:30 a.m. Pacific Time via Live Webcast through the meeting center at www.meetingcenter.io/200857739 The Proxy Statement, Proxy Card and Annual Report on Form 10-K for 2020 are available at: www.envisionreports.com/SGMO Sincerely, Alexander D. Macrae President and Chief Executive Officer Brisbane, California April 2, 2021 YOUR VOTE IS VERY IMPORTANT You are cordially invited to attend the Annual Meeting through the live webcast. Whether or not you expect to access the live webcast of the Annual Meeting, please vote over the telephone or the Internet, or, if you receive a paper proxy card by mail, by completing, dating, signing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote your shares online at the Annual Meeting by clicking on the “Cast Your Vote” link in the meeting center. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Table of Contents TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 1 PROPOSAL NO. 1: ELECTION OF DIRECTORS 7 General 7 Nominees 7 Recommendation of the Board of Directors 10 Stockholder Engagement and Responsiveness 10 Board Independence 10 Board Committees and Meetings 10 Leadership Structure of the Board 13 Oversight of Risk Management by the Board 13 Annual Meeting Attendance 14 Communications with the Board of Directors 14 Code of Business Conduct and Ethics 14 Prohibitions on Hedging, Pledging and Speculative Transactions 14 Director Compensation 14 PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 17 General 17 Resolution 17 Recommendation of the Board of Directors 17 PROPOSAL NO. 3: APPROVAL OF THE 2020 EMPLOYEE STOCK PURCHASE PLAN 18 Description of the 2020 Employee Stock Purchase Plan 18 U.S. Federal Income Tax Consequences 21 Recommendation of the Board of Directors 23 PROPOSAL NO. 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 24 Principal Accounting Fees and Services 24 Recommendation of the Board of Directors 24 EXECUTIVE OFFICERS 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 DELINQUENT SECTION 16(a) REPORTS 28 EXECUTIVE COMPENSATION 29 Compensation Discussion and Analysis 29 Executive Summary 29 How We Determine Executive Compensation 32 Design of the Executive Compensation Program and Key Components 34 2020 Compensation Decisions 37 Additional Compensation Information 41 Summary Compensation Table 42 Grants of Plan-Based Awards 43 Employment Agreements and Compensation Arrangements 44 Outstanding Equity Awards at Fiscal Year-End 46 Option Exercises and Stock Vested 47 Pension Benefits 47 Nonqualified Deferred Compensation 47 Risk Assessment of Compensation Policies and Practices 47 Employment Contracts and Separation and Change in Control Arrangements 48 CEO Pay Ratio Disclosure 52 COMPENSATION COMMITTEE REPORT 53 EQUITY COMPENSATION PLAN INFORMATION 54 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 55 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 56 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 57 HOUSEHOLDING OF PROXY MATERIALS 57 OTHER MATTERS 59 APPENDIX A: 2020 EMPLOYEE STOCK PURCHASE PLAN A-1 Table of Contents SANGAMO THERAPEUTICS, INC. 7000 Marina Boulevard Brisbane, California 94005 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS To Be Held On May 25, 2021 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? Our Board of Directors (referred to herein as the Board of Directors or the Board) is soliciting your proxy to vote at the Annual Meeting including at any adjournments or postponements of the Annual Meeting. This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and voting procedures. You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions found below to submit your proxy over the telephone or through the Internet. Why did I receive a notice regarding the availability of proxy materials on the Internet? Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials over the Internet. Most of our stockholders holding their shares in “street name” will not receive paper copies of our proxy materials (unless requested) and will instead be sent a Notice of Internet Availability of Proxy Materials, or Notice, from the brokerage firms, banks or other agents holding their accounts. All “street name” stockholders receiving a Notice will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. Why did I receive a full set of proxy materials in the mail instead of a notice regarding the Internet availability of proxy materials? We are providing stockholders of record who are holding shares in their own name and stockholders who have previously requested a printed set of our proxy materials with paper copies of our proxy materials instead of a Notice. We intend to mail a full set of proxy materials to our stockholders of record on or about April 12, 2021.
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