Item 2.02. Results of Operations and Financial Condition.
On February 4, 2020, Neurocrine Biosciences, Inc. announced its financial
results for the fourth quarter and year ended December 31, 2019. The full text
of the press release issued in connection with the announcement is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or otherwise subject to the liability of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 1, 2020, the Board of Directors (the "Board") of Neurocrine
Biosciences, Inc., a Delaware corporation ("Neurocrine"), upon the
recommendation of its Nominating / Corporate Governance Committee, appointed
Shalini Sharp as a member of the Board and the Audit Committee, effective
immediately. Ms. Sharp has been appointed as a Class II director to serve until
Neurocrine's 2022 annual meeting of stockholders.
Ms. Sharp, age 45, is the Chief Financial Officer and Executive Vice President
of Ultragenyx Pharmaceutical Inc. ("Ultragenyx"), a biopharmaceutical company,
holding the position of Chief Financial Officer since May 2012 and the position
of Executive Vice President since January 2016. Between May 2012 and January
2016, Ms. Sharp served as a Senior Vice President of Ultragenyx. Prior to
Ultragenyx, Ms. Sharp served in various executive capacities, and ultimately as
Chief Financial Officer, of Agenus Inc. ("Agenus"), a biotechnology company,
from August 2003 until May 2012. Prior to Agenus, Ms. Sharp held strategic
planning and corporate finance roles and ultimately served as chief of staff to
the chairman of the board at Elan Pharmaceuticals ("Elan"), a biotechnology
company, from August 1998 to August 1999 and September 2001 to August 2003.
Prior to Elan, Ms. Sharp was a management consultant at McKinsey & Company and
an investment banker at Goldman Sachs, specializing in pharmaceuticals and
medical devices. Ms. Sharp served as a board member of Array BioPharma Inc. from
April 2017 until its acquisition in July 2019. She has also been a board member
of Precision Biosciences Inc. and Sutro Biopharma, Inc. since 2018. She
previously served as a board member of Agenus Inc. between May 2012 and June
2018. Ms. Sharp holds a B.A. and an M.B.A. from Harvard University.1
In connection with her service on the Board, Ms. Sharp will receive a $50,000
annual cash retainer, and she was granted a nonstatutory stock option to
purchase 15,000 shares of the Company's common stock. The stock option has an
exercise price equal to the closing price of the Company's common stock on
January 31, 2020, is subject to a ten-year term and vests monthly over
the three-year period following the date of grant. Ms. Sharp will also be
reimbursed for expenses incurred in connection with performing her duties as a
director of the Company. Ms. Sharp has executed Neurocrine's standard Indemnity
Agreement for executive officers and directors. The Company is not aware of any
transaction involving Ms. Sharp requiring disclosure under Item 404(a) of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
(a) On February 1, 2020, the Board amended Section 3.2 of Neurocrine's Bylaws,
as amended (the "Bylaws"), to provide that the Board shall consist of nine
members. Prior to the amendment, Section 3.2 of Neurocrine's Bylaws provided
that the Board shall consist of eight members. The vacancy created by the
amendment to the Bylaws was filled by the appointment of Ms. Sharp 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.
3.1 Certificate of Amendment of Bylaws
99.1 Press Release dated February 4, 2020
104 Cover Page Interactive Data File
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