Current Report Filing (8-k)
July 10 2019 - 5:01PM
Edgar (US Regulatory)
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): July 8, 2019
BioMarin Pharmaceutical Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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000-26727
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68-0397820
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(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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770 Lindaro Street, San Rafael, California
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94901
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (415)
506-6700
Not Applicable
(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 (
see
General Instruction A.2. below):
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☐
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Written communication 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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☐
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Pre-commencement
communication pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $.001 par value
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BMRN
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2019, the Board of Directors (the Board) of BioMarin
Pharmaceutical Inc. (the Company), increased the size of the Board from ten to eleven members and appointed Elizabeth Anderson to the Board, effective July 15, 2019. The Board has not yet appointed Ms. Anderson to any Board
committees or determined the Board committees upon which she may serve in the future.
As an independent director, Ms. Anderson is entitled to
receive the standard director fees paid to the Companys independent directors and retainer fees paid to members of any Board committees on which she may sit, as described in the Companys Definitive Proxy Statement on Schedule 14A (the
Proxy Statement), filed with the Securities and Exchange Commission (the SEC) on April 23, 2019.
In connection with her
appointment to the Board, on July 9, 2019, Ms. Anderson was granted 4,490 restricted stock units (the RSU Grant) pursuant to the Companys 2017 Equity Incentive Plan, as amended, representing a pro rata share of the 2019
annual award for independent directors. The shares of common stock subject to the RSU Grant will vest on June 4, 2020, the same vesting date for the 2019 annual award for all other independent directors.
The Company also intends to enter into an indemnification agreement with Ms. Anderson in the same form as the Companys standard form
indemnification agreement with its other directors, which is attached as Exhibit 10.1 to the Companys Current Report on Form
8-K,
filed with the SEC on December 19, 2016.
Ms. Anderson was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Ms. Anderson has not
engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation
S-K.
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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 thereunto duly authorized.
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BioMarin Pharmaceutical Inc.,
a
Delaware corporation
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Date: July 10, 2019
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By:
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/s/ G. Eric Davis
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G. Eric Davis
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Executive Vice President, General Counsel
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