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| PTIE > SEC Filings for PTIE > Form 8-K on 12-Feb-2013 | All Recent SEC Filings |
12-Feb-2013
Change in Directors or Principal Officers, Amendments to Articles of Inc. o
(d) Appointment of Class II Director
On February 11, 2013, the Board of Directors ("Board") of Pain Therapeutics,
Inc. (the "Company") appointed Saira Ramasastry to the Company's Board as a
Class II director, effective February 11, 2013, and amended Article II,
Section 1 of the Amended and Restated Bylaws of the Company to increase the
authorized number of directors constituting the Board to seven.
The Board also appointed Ms. Ramasastry to the Audit Committee of the Board. In connection with this appointment, the Board determined that Ms. Ramasastry met the qualification requirements for Audit Committee service under NASDAQ Stock Market LLC rules (the "Rules"), including determining that she is an independent director under Rule 5605(a)(2) of the Rules and under Rule 10A-3 under the Exchange Act of 1934, as amended.
Upon appointment, Ms. Ramasastry automatically received an option to purchase 25,000 shares of the Company's Common Stock. The exercise price, vesting and other terms of this option grant were determined in accordance with the outside director automatic grant policies set forth in the Company's 2008 Equity Incentive Plan.
Ms. Ramasastry is eligible to participate in compensation programs available to outside directors of the Company. The Company's policies regarding director compensation are further described in the Company's Definitive Proxy on Schedule 14A, filed with the Securities and Exchange Commission on April 4, 2012. Such description is hereby incorporated by reference into this Item 5.02. The Company and Ms. Ramasastry also entered into the Company's standard form for director and officer Indemnification Agreement.
The disclosure set forth in Item 5.02 above regarding the amendment to the Company's bylaws in connection with the appointment of Ms. Ramasastry to the Board above is hereby incorporated by reference into this Item 5.03.
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