UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2021, Pacira BioSciences, Inc. (the “Company”) held its 2021 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 2011 Stock Incentive Plan (the “A&R 2011 Plan”). The A&R 2011 Plan was amended to increase the number of shares of common stock authorized for grant by 1,500,000 newly reserved shares. The A&R 2011 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the A&R 2011 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2021 (the “Proxy Statement”). The summaries of the A&R 2011 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the A&R 2011 Plan, 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 8, 2021, 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 I directors to hold office until the 2024 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
| Nominee: | For | Withheld | Broker Non- Votes | |||||||||
| Laura Brege | 37,811,917 | 1,498,274 | 2,222,443 | |||||||||
| Mark Froimson | 39,035,093 | 275,098 | 2,222,443 | |||||||||
| Mark Kronenfeld | 38,817,454 | 492,737 | 2,222,443 | |||||||||
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, 2021.
| For | Against | Abstain | ||||||||
| 41,497,945 | 18,455 | 16,234 | ||||||||
Proposal No. 3 — Advisory vote to approve the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 35,140,873 | 4,152,964 | 16,354 | 2,222,443 | |||||||||||
Proposal No. 4 — Approval of the Amended and Restated 2011 Stock Incentive Plan.
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 23,619,009 | 15,568,879 | 122,303 | 2,222,443 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated 2011 Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACIRA BIOSCIENCES, INC. | ||
| Date: June 11, 2021 | By: | /s/ Kristen Williams |
| Kristen Williams | ||
| Chief Administrative Officer and Secretary | ||