Current Report Filing (8-k)
October 02 2015 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2015
NEUROCRINE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-22705 |
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33-0525145 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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12780 El Camino Real, San Diego, California |
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92130 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (858) 617-7600
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
In this report, Neurocrine, we, us and our refer to Neurocrine
Biosciences, Inc.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) On September 30, 2015, the Board of Directors (the Board) of Neurocrine Biosciences, Inc., a
Delaware corporation (Neurocrine), upon recommendation of its Nominating / Corporate Governance Committee, appointed George J. Morrow as a member of the Board, effective immediately. Mr. Morrow has been appointed as a Class I
director to serve until Neurocrines 2018 annual meeting of stockholders.
Mr. Morrow served as Executive Vice President, Global
Commercial Operations at Amgen Inc., a global biotechnology company, from 2003 until his retirement in 2011. He joined Amgen in 2001 as Executive Vice President, Worldwide Sales and Marketing.From 1992 to 2001, Mr. Morrow held executive
management and commercial positions within several subsidiaries of Glaxo Wellcome, including Group Vice President for Commercial Operations (U.S.), Managing Director (U.K.), and most recently as President and Chief Executive Officer of Glaxo
Wellcome, Inc. (U.S.).
Mr. Morrow currently serves on the board of directors of Otonomy, Inc., a biotechnology company, Vical, Inc.,
a biotechnology company and Align Technology, Inc., a global medical device company. He has previously served on the boards of Glaxo Wellcome, Inc., Human Genome Sciences, Inc., Safeway, Inc., National Commerce Bank, the John Hopkins School of
Public Health, and the Duke University Fuqua School of Business. Mr. Morrow holds a B.S. in chemistry from Southampton College, Long Island University, an M.S. in biochemistry from Bryn Mawr College and an M.B.A. from Duke University.
In connection with his appointment as a director, Mr. Morrow executed Neurocrines standard form Indemnity Agreement for executive
officers and directors, and will receive the standard compensation package provided to non-employee directors of Neurocrine as described in Neurocrines Proxy Statement filed with the Securities and Exchange Commission on April 30, 2015.
The Company is not aware of any transaction involving Mr. Morrow requiring disclosure under Item 404(a) of Regulation S-K.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On September 30,
2015, the Board amended Section 3.2 of Neurocrines Bylaws, as amended (the Bylaws), to provide that the Board shall consist of ten members. Prior to the amendment, Section 3.2 of Neurocrines Bylaws provided that the
Board shall consist of nine members. The vacancy created by the amendment to the Bylaws was filled by the appointment of Mr. Morrow as described in Item 5.02(d) above. A copy of the amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Bylaws |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Dated: October 2, 2015 |
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NEUROCRINE BIOSCIENCES, INC. |
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/s/ Darin Lippoldt |
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Darin M. Lippoldt |
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Chief Legal Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Bylaws |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
BYLAWS OF
NEUROCRINE BIOSCIENCES, INC.
(A DELAWARE CORPORATION)
On September 30,
2015, the Board of Directors of Neurocrine Biosciences, Inc. approved the amendment of Section 3.2 of the Bylaws of the corporation to read as follows:
3.2 NUMBER OF DIRECTORS
The board of directors shall consist of ten (10) members. The number of directors may be changed by an amendment to this bylaw, duly
adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation. The directors shall be divided into three classes, with the term of office of the first class (Class I Directors), which
class shall initially consist of four (4) directors, to expire at the 2018 annual meeting of stockholders; the term of office of the second class (Class II Directors), which class shall initially consist of three (3) directors, to expire
at the 2016 annual meeting of stockholders; the term of office of the third class (Class III Directors), which class shall initially consist of three (3) directors, to expire at the 2017 annual meeting of stockholders; and thereafter for each
such term to expire at each third succeeding annual meeting of stockholders held after such election.
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