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CBM > SEC Filings for CBM > Form 8-K on 29-Nov-2012All Recent SEC Filings

Show all filings for CAMBREX CORP



Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On November 28, 2012, the Board of Directors of Cambrex Corporation appointed Shlomo Yanai as a new director of the Company and Non-Executive Vice Chairman of the Board for a term expiring on the date of the 2013 annual meeting. The Board also appointed Mr. Yanai to serve on its Governance Committee. Mr. Yanai's appointment returns the size of the Board to nine members.

Mr. Yanai served from 2007 until mid-2012 as President and Chief Executive Officer of Teva Pharmaceutical Industries Ltd., during which time Teva increased revenues from $8.4 billion to approximately $20 billion. From 2003 to 2006, Mr. Yanai was the President and Chief Executive Officer of Makhteshim Agan Industries, a leading global agro-chemicals company. Mr. Yanai also served as a member of the Board of Directors of the Bank Leumi Le-Israel, Israel's second largest bank, LycoRed Natural Products Industries and I.T.L. Optronics Ltd. Until his retirement from the Israeli Army in 2001 at the rank of Major General, Mr. Yanai was the head of the Strategy Planning Branch of General Headquarters of the Israel Defense Forces. Currently, Mr. Yanai is a member of the Board of Governors of Technion, the Israel Institute of Technology and the International Advisory Board, M.B.A. program of Ben-Gurion University. He is also an honorary member of the Board of The Institute for Policy and Strategy of the Interdisciplinary Center (IDC), Herzliya.

Mr. Yanai will receive cash compensation for his service as Non-Executive Chairman of the Board in the amount of $170,000 per year, payable quarterly, which will be pro-rated from the date he becomes a director through the 2013 annual meeting. In addition, pursuant to the Company's Directors' Equity Program, Mr. Yanai was granted 1,695 restricted stock units on the date of his appointment, which will vest six months from the date of grant. The restricted stock units were granted under the Company's 2012 Equity Incentive Plan for Non-Employee Directors, which, together with the Company's Directors' Equity Program, is described in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 16, 2012. Mr. Yanai will not receive separate Board and Committee meeting fees.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

(99.1) Press release issued by Cambrex Corporation dated November 29, 2012.

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