Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2021, the Board of Directors (the "Board") of Glaukos
Corporation (the "Company"), upon the recommendation of the Compensation,
Nominating and Governance Committee (the "Compensation Committee") of the Board,
appointed Dr. Leana S. Wen and Denice M. Torres to serve on the Board of the
Company effective March 1, 2021. Dr. Wen was appointed as a Class III director
to serve on the Board until the Company's Annual Meeting of Stockholders in
2021. Ms. Torres was appointed as a Class II director to serve until the
Company's Annual Meeting of Stockholders in 2023. In connection with the
appointment of Dr. Wen and Ms. Torres, the Board increased the size of the Board
to nine directors. The Board has determined that each of Dr. Wen and Ms. Torres
are independent under applicable rules of the New York Stock Exchange, resulting
in eight of the Board's nine directors being independent. The Board currently
expects that Dr. Wen and Ms. Torres will be appointed to serve on committees of
the Board, although the committees upon which each director will serve has not
yet been determined. There are no arrangements or understandings between either
Dr. Wen nor Ms. Torres and any other person pursuant to which such director was
appointed to serve on the Board. Additionally, neither Dr. Wen nor Ms. Torres
has a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Each of Dr. Wen and Ms. Torres will receive compensation for her service as
director in accordance with the Company's standard compensation program for
non-employee directors, which is summarized in Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission (the "SEC") on May 7, 2020. In accordance with the Company's
customary practice, the Company will also enter into its standard form of
indemnity agreement with each of Dr. Wen and Ms. Torres, which agreement is
filed as Exhibit 10.8 to the Registration Statement on Form S-1 filed with the
SEC on May 12, 2015.
Item 7.01. Regulation FD Disclosure.
On March 1, 2021, the Company issued a press release announcing the appointment
of Dr. Wen and Ms. Torres to the Board. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in
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 liabilities of that section, or incorporated by reference in any
filing under the Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of Glaukos Corporation, dated March 1, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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