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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 December 1, 2020, the Board of Directors (the “Board”) of Ironwood Pharmaceuticals, Inc. (the “Company”) voted to increase the number of directors from ten to eleven and to appoint Jay P. Shepard as a Class II director, effective December 3, 2020 (the “Effective Date”). Mr. Shepard’s term will expire at the Company’s 2021 annual meeting of stockholders. Mr. Shepard also has been appointed to the Audit Committee of the Board, effective on the Effective Date.
Consistent with the Company’s other non-employee directors, Mr. Shepard is expected to participate in the Company’s Non-employee Director Compensation Policy (the “Policy”). In connection with his appointment and pursuant to the Policy, on the Effective Date, Mr. Shepard received restricted stock awards of (i) 10,830 shares of the Company’s Class A common stock, which shares vest in full on the date immediately preceding the date of the 2021 annual meeting of the Company’s stockholders, and (ii) 24,727 shares of the Company’s Class A common stock, which shares vest in three equal installments on the first three anniversaries of the Effective Date, each restricted stock award being subject to Mr. Shepard’s continued service on the Board through the applicable vesting date. In addition, Mr. Shepard has entered into an indemnification agreement with the Company.
There is no arrangement or understanding between Mr. Shepard and any other person pursuant to which Mr. Shepard was selected as a director. Mr. Shepard is not, and has not been since January 1, 2019, a participant in any transaction involving the Company, and Mr. Shepard is not 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.
The full text of the press release issued in connection with the announcement of Mr. Shepard’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K. The terms of the Policy and the indemnification agreement referenced above are described in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2020 in connection with the Company’s 2020 annual meeting of stockholders, such descriptions being incorporated herein by reference and qualified in their entirety by the full text of the Policy and the form of indemnification agreement, which were filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2020 and Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (as amended) filed with the SEC on December 23, 2009, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||
99.1 | Ironwood Pharmaceuticals, Inc. Press Release dated December 3, 2020 | ||
104 | The cover page from this Current Report on Form 8-K, formatted in 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.
Ironwood Pharmaceuticals, Inc. | ||||
Dated: December 3, 2020 | By: | /s/ Gina Consylman | ||
Name: Gina Consylman | ||||
Title: Senior Vice President, Chief Financial Officer |