Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Appointments
On December 14, 2019, the Board of Directors (the "Board") of Amneal
Pharmaceuticals, Inc. (the "Company") appointed each of Jeffrey P. George, John
J. Kiely, Jr. and Shlomo Yanai as a director, effective immediately. Each of
Messrs. George, Kiely and Yanai will serve on the Board until the Company's 2020
annual meeting of stockholders and until his successor is duly elected and
qualified. The Board affirmatively determined that each of Messrs. George, Kiely
and Yanai is independent under the applicable rules and regulations of the
Securities and Exchange Commission and the listing standards of the New York
Stock Exchange.
Mr. George has nearly 20 years of global healthcare and corporate leadership
experience across North America, Europe and emerging markets. He currently
serves as Managing Partner of Maytal Capital, a private equity investment and
advisory firm he founded, a position he has held since January 2017, as well as
an Operating Partner at Revival Healthcare Capital, a medical-device private
equity firm, a position he has held since December 2018. Among other leadership
roles, Mr. George previously served as Division Head and CEO of Sandoz,
Novartis' generic pharmaceuticals and biosimilars subsidiary, from 2008 to 2014;
as Division Head and CEO of Alcon, Novartis' then branded eye care business,
from 2014 to 2016; and more recently as CEO and board member of Performance
Health, the largest global manufacturer and distributor of products to the
physical therapy and rehabilitation markets. He currently serves on the board of
Silicon Valley-based healthcare software firm Roam Analytics and previously
served on the boards of AdvaMed (the Advanced Medical Technology Association)
and Performance Health Holdings. Mr. George holds a master of business
administration from Harvard Business School, a master degree from Johns Hopkins
University's School of Advanced International Studies, and a bachelor of arts
degree from Carleton College.
Mr. Kiely has more than 35 years of financial leadership and advisory experience
serving public companies, including multi-national corporations. Until June 2019
he served as Senior Assurance Partner at Pricewaterhouse Coopers, where he
focused on the pharmaceutical, manufacturing chemical and medical device
sectors. From 1980 to June 2019, he held various roles of increasing
responsibility at Pricewaterhouse Coopers, including as U.S. Pharmaceutical
Leader and Global Pharmaceutical Assurance Leader. Mr. Kiely is currently and
has been since July 2019 on the board of directors of Zovio, Inc., an education
technology services company. Mr. Kiely holds a bachelor of science degree from
Saint Francis University.
Mr. Yanai has more than 15 years of corporate leadership experience, primarily
in the pharmaceutical industry. He served as President and Chief Executive
Officer at Teva Pharmaceutical Industries Ltd. from 2007 to 2012. Mr. Yanai
currently serves as an advisor to CVC Capital Partners, a private equity firm.
In addition, he currently serves on the boards of PDL BioPharma Inc. and WR
Grace & Co. He previously served on the boards of Cambrex Corp., Lumenis Ltd.,
Perrigo Company and Sagent Pharmaceuticals, among others, and held various
leadership positions in the Israel Defense Forces. Mr. Yanai holds a master of
public administration degree from George Washington University and a bachelor of
arts from Tel Aviv University and is also a graduate of the U.S. National
Defense University - War College.
Each of Messrs. George, Kiely and Yanai will participate in all non-employee
director compensation and benefit programs in which the Company's other
non-employee directors participate pursuant to the Company's Non-Employee
Director Compensation Policy, including a pro rated initial award of stock
options with a target fair value of approximately $72,690 and a pro rated
initial award of restricted stock units with a target fair value of $35,803,
each as of the date of appointment to the Board.
There are no related party transactions involving any of Messrs. George, Kiely
and Yanai and the Company.
Director Resignation
On December 14, 2019, Jean Selden Greene resigned as a director, effective
immediately. Ms. Greene's resignation was not based on any disagreement with the
Company on any matter relating to the Company's operations, policies, or
practices.
Item 7.01 Regulation FD Disclosure
A copy of the Company's press release regarding the matters described above has
been furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is
incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this report.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated December 16, 2019--------------------------------------------------------------------------------
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