Item 2.02. Results of Operations and Financial Condition.
On May 4, 2022, Pacira BioSciences, Inc. (the "Company") issued a press release
announcing its financial results for the first quarter ended March 31, 2022. The
full text of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99.1 attached hereto 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 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.
Appointment of Daryl Gaugler as Chief Operating Officer
On May 4, 2022, Daryl Gaugler, the current Senior Vice President, Commercial
Operations of the Company, was promoted to Chief Operating Officer, effective
immediately.
Mr. Gaugler, age 60, has served as the Company's Senior Vice President of
Commercial Operations since June 2019. Prior to the Company, Mr. Gaugler spent
over 20 years with the Quintiles Transnational organization (now IQVIA), most
recently as President of North America Commercial Solutions.
In connection with Mr. Gaugler's appointment to Chief Operating Officer, his
annual base salary was increased to $485,000. His existing target bonus remains
at 50% of such base salary effective for 2022. Except for the changes noted
above, the terms of Mr. Gaugler's employment agreement with the Company remain
in full force and effect. Per the terms of his employment agreement with the
Company, Mr. Gaugler is entitled to participate in the Company's other benefit
programs generally available to employees of the Company.
If Mr. Gaugler is terminated for any reason other than for "cause" (as defined
in his employment agreement) or terminates his employment for "good reason" (as
defined in his employment agreement), he will be entitled to (i) earned and
accrued base salary, bonus, vacation time and other benefits, (ii) monthly
salary continuation payments for a period of nine months from the effective date
of the release required to be provided as a condition to receiving these
payments, (iii) health insurance coverage, subject to cost sharing, for 12
months following the effective date of the release required to be provided as a
condition to receiving this coverage and (iv) immediate vesting of the portion
of Mr. Gaugler's outstanding unvested options and restricted stock units that
would have become vested during the nine-month period following the date of
termination.
If, within 30 days prior to, or 12 months following, a "change of control" (as
defined in his employment agreement), Mr. Gaugler is terminated for any reason
other than for cause, or terminates his employment during the agreement term for
"good reason" (as defined in his employment agreement), Mr. Gaugler will be
entitled to (i) earned and accrued base salary, bonus, vacation time and other
benefits, (ii) monthly salary continuation payments for a period of 12 months
from the effective date of the release required to be provided as a condition to
receiving these payments, (iii) a bonus payment in the amount of 35% of Mr.
Gaugler's then-current base salary, (iv) health insurance coverage, subject to
cost sharing, for 12 months following the effective date of the release required
to be provided as a condition to receiving this coverage and (v) immediate
vesting of all outstanding unvested options and restricted stock units
previously granted to Mr. Gaugler as of the date of termination.
There are no family relationships between Mr. Gaugler and any of the Company's
directors or executive officers. Mr. Gaugler is not a party to any related party
transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
Number
99.1 Earnings Press Release dated May 4, 2022.
104 Cover Page Interactive Data File (Formatted as Inline XBRL)
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