Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2021, the Board of Directors (the "Board") of Alkermes plc (the
"Company") increased the size of the Board to twelve (12) directors and elected
Dr. Cato T. Laurencin to the Board, effective immediately, as a Class II member
with a term expiring at the Company's 2022 annual general meeting of
shareholders. As of the date of this Current Report on Form 8-K, Dr. Laurencin
has not been appointed to any committee of the Board.
For his service on the Board, Dr. Laurencin will receive (i) a new director
equity grant and (ii) an annual cash retainer and annual equity grant, in each
case with the terms, and in the amounts, as determined in accordance with the
processes described in the "Director Compensation" section of the Company's
definitive proxy statement filed with the Securities and Exchange Commission
(the "SEC") on May 10, 2021 (the "2021 Proxy Statement"). The new director
equity grant and a prorated annual equity grant for the 12-month period ending
at the Company's 2022 annual general meeting of shareholders will be granted to
Dr. Laurencin in December 2021, on the monthly New Hire Grant Date (as defined
in the 2021 Proxy Statement).
In addition, the Company will enter into a deed of indemnification with Dr.
Laurencin in substantially the form filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020, and
Alkermes, Inc., a wholly-owned indirect subsidiary of the Company, will enter
into an indemnification agreement with Dr. Laurencin in substantially the form
filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with
the SEC on April 29, 2020.
Dr. Laurencin is not, nor has been since January 1, 2020, a participant in any
transaction involving the Company, or a participant in any proposed transaction
with the Company, in each case, required to be disclosed pursuant to Item
404(a) of Regulation S-K.
As previously disclosed in the Company's Current Report on Form 8-K filed with
the SEC on April 30, 2021, the Company and Sarissa Capital Offshore Master Fund
LP (together with its affiliates and associates, "Sarissa Capital") reached an
agreement on April 29, 2021 pursuant to which the Company granted Sarissa
Capital a right to designate one director for appointment to the Board. Sarissa
Capital exercised this right and designated Dr. Laurencin for appointment to the
Board.
Item 7.01 Regulation FD Disclosure.
On November 19, 2021, the Company issued a press release announcing Dr.
Laurencin's appointment to the Board, a copy of which is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference. This Item 7.01 and Exhibit
99.1 furnished herewith 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 liabilities of that section, nor shall such information
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release issued by Alkermes plc dated November 19, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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