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ZLCS > SEC Filings for ZLCS > Form 8-K on 11-Apr-2013All Recent SEC Filings

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Form 8-K for ZALICUS INC.


Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 8, 2013, Mr. Todd Foley, a Class III Director, resigned as a member of the Board of Directors of Zalicus Inc. (the "Company"), effective as of the date of the Company's 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting"). Mr. Foley's resignation is not due to any disagreement with the Company, its management or Board of Directors.

In connection with the resignation of Mr. Foley, based on the recommendation of the Corporate Governance and Nominating Committee and in accordance with the Company's Sixth Amended and Restated Certificate of Incorporation and By-laws, the Board has (i) set the size of the Board of Directors at six members, effective immediately following the 2013 Annual Meeting and the effectiveness of Mr. Foley's resignation; (ii) nominated Dr. Mark Corrigan and Ms. Sally Crawford to stand for election as Class II Directors of the Company at the 2013 Annual Meeting ; and (iii) effective April 8, 2013, appointed Dr. Michael Kauffman, a Class II Director whose term would otherwise expire on the date of the 2013 Annual Meeting, to serve as a Class III Director until the Company's 2014 annual meeting of stockholders and until his successor is duly elected and qualified, subject to prior death, resignation, retirement or removal.

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