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    Pacira BioSciences Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/13/25 4:26:32 PM ET
    $PCRX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $PCRX alert in real time by email
    pcrx-20250610
    6/10/20250001396814false00013968142025-06-102025-06-10

    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): June 10, 2025
    PACIRA BIOSCIENCES, INC.
    (Exact name of registrant as specified in its charter)

    Delaware
    001-35060
    51-0619477
    (State or other jurisdiction of incorporation)
    (Commission File Number)
    (IRS Employer Identification No.)

    2000 Sierra Point Parkway, Suite 900
    Brisbane, California 94005
    (Address and Zip Code of Principal Executive Offices)

    (650) 242-8052
    (Registrant’s Telephone Number, Including Area Code)

    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:

    ☐    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 classTrading symbolName of each exchange on which registered
    Common Stock, par value $0.001 per sharePCRXNasdaq Global Select Market

    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 1934 (§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.

    On June 10, 2025, Pacira BioSciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in Parsippany, New Jersey and via live webcast online at www.cesonlineservices.com/pcrx25_vm, at which the Company’s stockholders approved the Amended and Restated 2011 Stock Incentive Plan (the “A&R 2011 Plan”). The A&R 2011 Plan was amended primarily to increase the number of shares of common stock authorized for grant by 2,500,000 newly reserved shares. The A&R 2011 Plan became effective immediately upon stockholder approval at the Annual Meeting.

    A summary of the material terms of the A&R 2011 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”). The summaries of the A&R 2011 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the A&R 2011 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

    Item 5.07. Submission of Matters to a Vote of Security Holders.

    On June 10, 2025, the Company held the Annual Meeting in Parsippany, New Jersey and via live webcast online at www.cesonlineservices.com/pcrx25_vm. As of April 17, 2025, the record date for the Annual Meeting, 46,290,830 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted on at the Annual Meeting is as follows:

    Proposal 1 — Election of three Class II directors to hold office until the 2028 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.

    Nominee:ForWithholdBroker Non-Votes
    Marcelo Bigal33,364,2214,017,5878,909,022
    Frank D. Lee32,858,8584,522,9508,909,022
    Alethia Young28,757,4508,624,3588,909,022

    Proposal 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

    ForAgainstAbstain
    40,022,569352,94720,917

    Proposal 3 — Advisory vote to approve the compensation of the Company’s named executive officers.

    ForAgainstAbstainBroker Non-Votes
    14,752,82922,595,20233,7778,909,022

    Proposal 4 — Advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

    One YearTwo YearsThree YearsAbstainBroker Non-Votes
    35,312,98210,0442,038,51420,2688,909,022

    Based on these results and good corporate governance, the Company’s board of directors (the “Board”) has determined to hold an advisory vote to approve the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.




    Proposal 5 — Approval of the Company’s Amended and Restated 2011 Stock Incentive Plan.

    ForAgainstAbstainBroker Non-Votes
    22,043,90215,317,58820,3188,909,022

    Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit
    Number
    Description
    10.1
    Amended and Restated 2011 Stock Incentive Plan
    104Cover 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:June 13, 2025By:/s/ KRISTEN WILLIAMS
    Kristen Williams
    Chief Administrative Officer and Secretary

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