Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2009, the board of directors of Watson Pharmaceuticals, Inc. (the
"Company"), appointed Mr. Christopher W. Bodine to serve as a Class III director
of the Company. The Company expects Mr. Bodine to stand for reelection at the
annual meeting of its stockholders in 2010. Mr. Bodine has not been appointed to
serve on any committees of the board of directors.
As a non-employee director of the Company, Mr. Bodine on June 29, 2009
received a restricted stock award in the amount of 4,288 shares pursuant to the
Company's 2001 Incentive Award Plan and is entitled to receive the standard cash
compensation payable to non-employee directors. The shares of restricted stock
will vest in full on May 8, 2010. With regard to cash compensation, Mr. Bodine
is entitled to receive a pro-rated portion of the $50,000 annual retainer
payable to non-employee directors and will receive $2,000 for each meeting of
the board of directors that he attends in person ($1,000 for telephonic
attendance). Upon his appointment to one or more committees of the board of
directors, Mr. Bodine will receive $1,500 for each committee meeting that he
attends in person ($1,000 for telephonic attendance).
Mr. Bodine announced his retirement from CVS Caremark Corporation in January
2009. Prior to his retirement, Mr. Bodine served as Special Advisor to the Chief
Executive Officer of CVS Caremark Corporation from July 29, 2008 and, prior to
that, served as Executive Vice President of CVS Caremark Corporation and
President - Caremark Pharmacy Services from March 2007. Prior to the merger of
CVS Corporation and Caremark Rx, Inc. in March 2007, Mr. Bodine served for
several years as Executive Vice President - Merchandising and Marketing of CVS
Corporation. Mr. Bodine also serves as a director of MinuteClinic, Inc.
Mr. Bodine's compensation for his services as a director will be consistent
with that of the Company's other non-employee directors. Other than the standard
compensation arrangements, there are no arrangements or understandings between
Mr. Bodine and any other person pursuant to which he was elected as a director.
There are no related party transactions between the Company and Mr. Bodine that
would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Bodine's appointment is attached
as Exhibit 99.1 to this current report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
d. Exhibits:
Ex. 99.1 Press release issued by Watson Pharmaceuticals, Inc. on June 29, 2009