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PCRX > SEC Filings for PCRX > Form 8-K on 4-Jun-2014All Recent SEC Filings

Show all filings for PACIRA PHARMACEUTICALS, INC.

Form 8-K for PACIRA PHARMACEUTICALS, INC.


4-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to


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

On June 3, 2014, Pacira Pharmaceuticals, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved the Amended and Restated 2011 Stock Incentive Plan (the "2011 Plan"). The 2011 Plan was amended to, among other things, increase the number of shares authorized for issuance under the 2011 Plan by an additional 2,750,000 shares. The 2011 Plan became effective immediately upon stockholder approval at the Annual Meeting.

At the Annual Meeting, the Company's stockholders also approved the 2014 Employee Stock Purchase Plan ("ESPP"), pursuant to which qualified employees of the Company may purchase shares of the Company's common stock through payroll deductions at a discounted price. The maximum number of shares of common stock reserved for issuance pursuant the ESPP is 500,000 shares. The ESPP became effective immediately upon stockholder approval at the Annual Meeting.

Summaries of the material terms of the 2011 Plan and the ESPP are each set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2014 (the "Proxy Statement"). The forgoing summaries of the 2011 Plan and the ESPP set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2011 Plan and ESPP, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

In addition, the Compensation Committee of the Board of Directors of the Company approved an amended form of Nonstatutory Stock Option Agreement to be used in connection with awards of stock options under the 2011 Plan, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 3, 2014 at the Company's corporate headquarters in Parsippany, New Jersey, at which the stockholders voted on the proposals as follows:

Proposal No. 1 - Election of three Class III Directors to hold office until the 2017 Annual Meeting, and until their respective successors have been duly elected and qualified.

                                             Broker Non-
Nominee:                For       Withheld      Votes
Yvonne Greenstreet   27,748,399   195,206     6,259,961
Gary Pace            27,092,040   851,565     6,259,961
David Stack          27,731,705   211,900     6,259,961

Proposal No. 2 - Ratification of the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

For Against Abstain
34,156,441 17,289 29,836


Proposal No. 3 - Advisory vote to approve the compensation of the Company's named executive officers.

                                 Broker Non-
   For       Against   Abstain      Votes
27,557,201   307,239   79,165     6,259,961

Proposal No. 4 -  Approval of the Amended and Restated 2011 Stock Incentive
Plan.



                                   Broker Non-
   For        Against    Abstain      Votes
22,480,001   5,434,995   28,609     6,259,961

Proposal No. 5 -  Approval of the 2014 Employee Stock Purchase Plan.



                                 Broker Non-
   For       Against   Abstain      Votes
27,860,745   29,547    53,313     6,259,961



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description
10.1 Amended and Restated 2011 Stock Incentive Plan
10.2 2014 Employee Stock Purchase Plan
10.3 Form of Nonstatutory Stock Option Agreement under the Amended and Restated 2011 Stock Incentive Plan


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