Pacira BioSciences Inc. filed SEC Form 8-K: Other Events
$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): September 3, 2024
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Item 8.01. Other Events.
At the 2024 Annual Meeting of Stockholders of Pacira BioSciences, Inc. (the “Company”) held on June 11, 2024 (the “Annual Meeting”), Ms. Laura Brege received a greater number of “withhold” votes than “for” votes in the election of the Class I directors. In accordance with the Company’s majority vote director resignation policy (the “Voting Policy”), Ms. Brege tendered her resignation to the Board of Directors of the Company (the “Board”) on June 11, 2024. As provided in the Voting Policy, the Board had 90 days to consider and determine whether to accept or reject the resignation of Ms. Brege.
After consideration of Ms. Brege’s resignation under the Voting Policy, the independent directors of the Board concluded that the resignation of Ms. Brege would be detrimental to, and not in the best interests of the Company and its stockholders, and unanimously voted to reject Ms. Brege’s resignation. The independent directors of the Board discussed and considered all relevant factors including: (i) the events that led to Ms. Brege’s resignation, including stockholder outreach regarding being deemed to be overboarded; (ii) prior years’ re-election results where Ms. Brege never failed to receive the affirmative vote of at least 84% of votes cast; (iii) Board and committee meeting attendance and the contributions of Ms. Brege; (iv) Ms. Brege’s qualifications and years of experience providing strategic advisory to complex organizations, including as a public company director; (v) the composition, needs, and makeup of the Board, including the mix of talent, skill, diversity, and experience; and (vi) the difficulty of replacing Ms. Brege in light of the foregoing.
In order to alleviate stockholder concerns about being overboarded, Ms. Brege stepped down from the board of directors of HLS Therapeutics, Inc. (TSX: HLS) effective August 7, 2024.
As a result of the foregoing, Ms. Brege will continue to serve as a Class I director until the Company’s 2027 Annual Meeting of Stockholders or until her successor has been elected and qualified or until the earlier of her resignation or removal. Ms. Brege did not participate in the deliberations of the independent directors regarding her resignation.
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: | September 9, 2024 | By: | /s/ KRISTEN WILLIAMS | ||||||||
| Kristen Williams | |||||||||||
| Chief Administrative Officer and Secretary | |||||||||||