Pacira BioSciences Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$PCRX
Biotechnology: Pharmaceutical Preparations
Health Care
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): January 28, 2025
(Exact name of registrant as specified in its charter)
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(813 ) 553-6680
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
On January 28, 2025, Paul J. Hastings, Chair of the Board of Directors (the “Board”), and Andreas Wicki, a member of the Board, each notified the Board of Pacira BioSciences, Inc. (the “Company”) of his respective decision to resign as a member of the Board, in each case, effective immediately (together, the “Resignations”). The Resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Board Chair
On January 28, 2025, as a result of Mr. Hastings’s resignation, the Board, upon recommendation of the Nominating, Governance and Sustainability Committee of the Board, appointed Laura Brege as Chair of the Board, effective as of immediately following the effectiveness of the Resignations.
Decrease of the Size of the Board
As a result of the Resignations, pursuant to the Amended and Restated Certificate of Incorporation of the Company (as amended to date, the “Certificate of Incorporation”), and the Second Amended and Restated Bylaws of the Company (the “Bylaws”), the Board approved a decrease of the size of the Board from twelve directors to nine directors, effective as of immediately following the effectiveness of the Resignations.
Reclassification of Directors
As a result of the Resignations and in accordance with the Certificate of Incorporation and the Bylaws, on January 28, 2025, the Board reclassified the membership of the Board’s three director classes into three classes consisting of, as nearly as may be possible, one-third of the total number of directors constituting the entire Board, effective as of immediately following the effectiveness of the Resignations. In order to achieve an equal apportionment of membership among the Board’s three classes of directors, the Board determined that one of its members should be reclassified from Class III (with a term expiring at the Company’s 2026 annual meeting of stockholders) to Class II (with a term expiring at the Company’s 2025 annual meeting of stockholders) and one of its members should be reclassified from Class I (with a term expiring at the Company’s 2027 annual meeting of stockholders) to Class III (with a term expiring at the Company’s 2026 annual meeting of stockholders).
Accordingly, on January 28, 2025, Frank Lee resigned from his position as a Class III director, subject to and conditioned upon his simultaneous reappointment as a Class II director, and Mark Kronenfeld resigned from his position as a Class I director, subject to and conditioned upon his simultaneous reappointment as a Class III director. The Board accepted each of Mr. Lee’s and Dr. Kronenfeld’s resignations and simultaneously reappointed Mr. Lee as a Class II director and Dr. Kronenfeld as a Class III director. The resignation and reappointment of each of Mr. Lee and Dr. Kronenfeld was effected solely for the purpose of reclassifying the members of the Board into three classes consisting of, as nearly as may be possible, one-third of the total number of directors constituting the entire Board, and for all other purposes, each of Mr. Lee’s and Dr. Kronenfeld’s service on the Board is deemed to have continued uninterrupted.
A full list of the directors and their respective term expirations following the Resignations and the reclassifications of Mr. Lee and Dr. Kronenfeld is as follows:
Class I Terms Expiring at the 2027 Annual Meeting of Stockholders | Class II Terms Expiring at the 2025 Annual Meeting of Stockholders | Class III Terms Expiring at the 2026 Annual Meeting of Stockholders | ||||||
Laura Brege (Chair) | Marcelo Bigal | Abraham Ceesay | ||||||
Mark Froimson | Frank Lee | Christopher Christie | ||||||
Michael Yang | Alethia Young | Mark Kronenfeld | ||||||
Committee Reassignments
As a result of the Resignations and the appointment of a new Board Chair described above, on January 28, 2025, effective as of immediately following the effectiveness of the Resignations, the Board restructured the composition of certain committees of the Board, such that the composition of the committees of the Board is now as follows:
Audit Committee | Compensation Committee | Nominating, Governance and Sustainability Committee | Science and Technology Committee | ||||||||
Alethia Young (Chair) | Michael Yang (Chair) | Mark Kronenfeld (Chair) | Marcelo Bigal (Chair) | ||||||||
Abraham Ceesay | Abraham Ceesay | Laura Brege | Mark Froimson | ||||||||
Mark Froimson | Mark Kronenfeld | Christopher Christie | Mark Kronenfeld | ||||||||
Item 7.01. Regulation FD Disclosure.
On January 30, 2025, the Company issued a press release announcing the Board changes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACIRA BIOSCIENCES, INC. (REGISTRANT) | |||||||||||
| Dated: | January 30, 2025 | By: | /s/ KRISTEN WILLIAMS | ||||||||
| Kristen Williams | |||||||||||
| Chief Administrative Officer and Secretary | |||||||||||