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

Effective as of June 18, 2012 and June 19, 2012, RXi Pharmaceuticals Corporation (the "Company") appointed Keith L. Brownlie and Robert J. Bitterman, respectively, to serve on the Company's Board of Directors (the "Board") until the 2013 annual meeting of stockholders. The Board has not yet determined the committees on which Messrs. Brownlie or Bitterman will serve.

The Company has entered into an agreement with each of Messrs. Brownlie and Bitterman pursuant to which each will receive the following compensation for their service on the Board: (i) an annual retainer of $20,000, payable in quarterly installments of $5,000, (ii) a one-time option grant representing the right to purchase up to 1,000,000 shares of common stock, which options will vest quarterly over a one-year period and will be granted pursuant to the Company's 2012 Incentive Plan (the "Plan"), and (iii) commencing in 2013, an annual option grant representing the right to purchase up to 500,000 shares of common stock, which options will vest quarterly over a one-year period and will also be granted pursuant to the Plan. Additionally, the Company will reimburse Messrs. Brownlie and Bitterman for their travel and other reasonable out-of-pocket expenses incurred in connection with their Board service.

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