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PACIRA BIOSCIENCES, INC.

(PCRX)
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PACIRA BIOSCIENCES, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

06/10/2022 | 04:08pm EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2022, Pacira BioSciences, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") as a virtual meeting online via live audio webcast, at which the Company's stockholders approved the Amended and Restated 2014 Employee Stock Purchase Plan (the "ESPP"). The ESPP was amended and restated to make certain administrative updates and to increase the number of shares of the Company's common stock authorized for issuance by 500,000 newly reserved shares. The ESPP became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the ESPP is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2022 (the "Proxy Statement"). The summaries of the ESPP set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 7, 2022, the Company held the Annual Meeting as a virtual meeting online via live audio webcast. The Company's stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal No. 1 - Election of three Class II directors to hold office until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

                 Nominee:               For            Withheld        Broker Non-Votes
            Yvonne Greenstreet       27,721,829       12,074,287          2,769,829
              Paul Hastings          35,909,504       3,886,612           2,769,829
              Andreas Wicki          28,225,639       11,570,477          2,769,829


Proposal No. 2 - Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

                              For            Against        Abstain
                           42,517,166        34,162         14,617


Proposal No. 3 - Advisory vote to approve the compensation of the Company's named executive officers.

                     For            Against        Abstain        Broker Non-Votes
                  36,028,587       3,750,851       16,678            2,769,829



Proposal No. 4 - Approval of the Amended and Restated 2014 Employee Stock
Purchase Plan.

                     For            Against        Abstain        Broker Non-Votes
                  39,740,869        47,891          7,356            2,769,829


Item 8.01. Other Events.

On June 7, 2022, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of the Company adopted director stock ownership guidelines requiring non-employee directors to own shares of the Company's common stock equal to at least 3 times the annual cash retainer. Non-employee directors have five years to comply with the requirements from the later of (i) June 7, 2022 (the adoption date) and (ii) their appointment or election to the Board, as applicable. Equity included in the measurement of compliance is comprised of beneficial ownership of (i) common stock held, (ii) unvested restricted stock or restricted stock units subject to time-based vesting and (iii) common stock held through any Company-sponsored plan. As of the date hereof, all of the Company's non-employee directors have met the ownership guidelines. The Compensation Committee believes that equity ownership aligns the interests of its directors with the interests of shareholders, promotes sound corporate governance and demonstrates a commitment to the Company.

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Item 9.01. Financial Statements and Exhibits.

       Exhibit                               Description
       Number

        10.1          Amended and Restated 2014 Employee Stock Purchase Plan.

         104        Cover Page Interactive Data File (Formatted as Inline XBRL)



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