SEC Form 8-K filed by BioMarin Pharmaceutical Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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.
On February 20, 2025, the Board of Directors (the “Board”) of BioMarin Pharmaceutical Inc. (the “Company”) increased the size of the Board from eleven to twelve members and appointed Timothy P. Walbert to the Board, to be effective February 24, 2025. No committee assignments are contemplated at this time.
As an independent director, Mr. Walbert will be entitled to receive the standard director fees paid to the Company’s independent directors and retainer fees paid to members of any Board committees on which he may sit, as described in the Company’s Summary of Independent Director Compensation (“the “Independent Director Compensation Summary”), previously filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2025 as Exhibit 10.22 to the Company’s Annual Report on Form 10-K.
In connection with his appointment to the Board, on February 24, 2025, Mr. Walbert will be granted a number of restricted stock units (the “RSU Grant”) pursuant to the Company’s 2017 Equity Incentive Plan, as amended, representing a pro rata share of the 2024 annual award of $400,000 for independent directors as described in the Independent Director Compensation Summary. The shares of common stock subject to the RSU Grant will vest on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders, the same vesting date for the 2024 annual award for all other independent directors.
The Company also intends to enter into an indemnification agreement with Mr. Walbert in the same form as the Company’s standard form indemnification agreement with its other directors, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2016.
Mr. Walbert was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Walbert has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOMARIN PHARMACEUTICAL INC., a Delaware corporation | ||||||
| Date: February 24, 2025 | By: | /s/ G. Eric Davis | ||||
| G. Eric Davis | ||||||
| Executive Vice President, Chief Legal Officer | ||||||