UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
ALKERMES PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)On September 10, 2019, Floyd E. Bloom, M.D. notified Alkermes plc (the “Company”) of his decision to resign from his role as director of the Company, effective immediately on such date.
(d)On September 12, 2019, the Board of Directors (the “Board”) of the Company increased the number of directors on the Board from nine to ten and elected Richard Gaynor, M.D. as a Class III director and Frank Anders (Andy) Wilson as a Class I director, in each case effective September 12, 2019. Dr. Gaynor’s term will expire at the Company’s 2020 annual general meeting of shareholders, unless he resigns or is removed before such time. Mr. Wilson’s term will expire at the Company’s 2021 annual general meeting of shareholders, unless he resigns or is removed before such time. As of the date of this Current Report on Form 8-K, neither Dr. Gaynor nor Mr. Wilson has been appointed to any committee of the Board.
For their respective service on the Board, each of Dr. Gaynor and Mr. Wilson will receive (A) a new director equity grant and (B) an annual cash retainer and annual equity grant (which amounts will be pro-rated for this first year of service on the Board), in each case with the terms, and in the amounts, as determined in accordance with the processes described in the “Director Compensation” section of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2019. The new director equity grant and the pro-rated annual equity grant for each of Dr. Gaynor and Mr. Wilson will be made at the first regularly scheduled Board meeting attended by each director following election to the Board.
In addition, the Company will enter into a deed of indemnification with each of Dr. Gaynor and Mr. Wilson in substantially the form filed on September 20, 2011 as Exhibit 10.2 to the Company’s Current Report on Form 8-K. Alkermes, Inc., a wholly-owned indirect subsidiary of the Company, will enter into an indemnification agreement with each of Dr. Gaynor and Mr. Wilson in substantially the form filed on March 25, 2010 as Exhibit 10.1 to Alkermes, Inc.’s Current Report on Form 8-K.
There is no arrangement or understanding between either Dr. Gaynor or Mr. Wilson and any other person pursuant to which Dr. Gaynor or Mr. Wilson were selected as a director. Neither Dr. Gaynor nor Mr. Wilson is, or has been since January 1, 2018, a participant in any transaction involving the Company, or 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 press release issued in connection with the election of Dr. Gaynor and Mr. Wilson to the Board, and Dr. Bloom’s resignation from the Board, is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and 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 such information 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. Exhibit 99.1 contains hypertext links to information on the Company’s website. The information on the Company’s website does not constitute a part of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Alkermes plc dated September 13, 2019. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
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ALKERMES PLC |
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Date: September 13, 2019 |
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/s/ David J. Gaffin |
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David J. Gaffin |
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Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary |
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Exhibit 99.1
Alkermes Contacts:
For Investors:Sandy Coombs +1 781 609 6377
For Media: Matthew Henson +1 781 609 6637
Alkermes Announces the Appointment of Richard Gaynor, M.D. and Andy Wilson to its Board of Directors and the Retirement of Director Floyd Bloom, M.D.
DUBLIN, Ireland, Sept. 13, 2019 – Alkermes plc (Nasdaq: ALKS) today announced the appointment of two new independent directors, Richard Gaynor, M.D. and Frank Anders (Andy) Wilson, to the company’s Board of Directors. The company also announced the retirement of Floyd Bloom, M.D., a pioneer in the field of neuroscience who contributed immensely to the legacy of innovation and scientific excellence that remains core to Alkermes’ mission today.
Dr. Gaynor, who currently serves as the President of Research & Development at Neon Therapeutics, brings 18 years of experience in oncology-focused industrial drug development in addition to a distinguished career in academic medicine. He is board-certified in internal medicine and medical oncology and hematology.
Mr. Wilson, who most recently served as Chief Financial Officer of PerkinElmer, Inc., brings 30 years of financial expertise and experience in strategic planning and business development for global public companies.
“As industry veterans with deep and broad experience, Richard and Andy are ideally suited to provide valuable insights and thoughtful leadership at this stage of Alkermes’ evolution. Their respective expertise in oncology and strategic value creation will be important assets as we focus on execution and prepare for our next phase of growth,” said Richard Pops, Chief Executive Officer of Alkermes. “The appointment of these new Board members is reflective of our commitment to maintaining a robust Board of Directors with expertise that is aligned with our expanding and evolving strategic priorities.”
“I am delighted to join Alkermes’ Board of Directors at a time when the company is advancing new research and establishing its presence at the forefront of immuno-oncology research,” said Dr. Gaynor. “I look forward to offering my insights and applying the experience I have gained
throughout my career in this rapidly evolving space as Alkermes advances its efforts to develop novel treatments that address areas of unmet patient need in oncology.”
“As Alkermes continues to evolve, there is a unique opportunity to build on the company’s current platform and drive growth while furthering the organization’s mission to advance innovative medicines,” said Mr. Wilson. “I am pleased to have the opportunity to draw on my experience as a chief financial officer, and other senior leadership positions, to strategically support and guide Alkermes’ leadership team as the company approaches its next phase of growth.”
The company today also announced the retirement of Floyd Bloom, M.D. from the company’s Board of Directors. Dr. Bloom is a founder of Alkermes, Inc. and has served on the Alkermes plc Board of Directors since 2011. Prior to that, Dr. Bloom had served on the Alkermes, Inc. Board of Directors since 1987.
“A researcher who dedicated his life to revolutionizing the way brain disorders are treated, Floyd’s contributions to scientific research and medicine are immeasurable,” said Mr. Pops. “Personally, and on behalf of the company that he founded, I would like to thank Floyd for his unwavering dedication and distinguished service to Alkermes. I am grateful for his counsel and leadership, and confident that his work will have a lasting impact on this organization for many years to come.”
About Richard Gaynor, M.D.
Dr. Gaynor joined Neon Therapeutics in 2016 as its President of Research and Development. Prior to joining Neon, he began his industry career at Eli Lilly and Company, where he spent 15 years in clinical development and medical affairs roles, including as Senior Vice President, Clinical Development and Medical Affairs of Lilly Oncology from 2013 until his departure in 2016. During his time at Lilly, Dr. Gaynor chaired the Lilly Oncology Research and Development Committee and helped oversee various collaborations, including with GE, AstraZeneca and Bristol-Myers Squibb.
Dr. Gaynor started his career in academia, initially serving on the faculty at UCLA School of Medicine for nine years, followed by 11 years at the University of Texas Southwestern Medical School, during which he spent time as the Chief of Hematology-Oncology and Director of the Simmons Cancer Center. Dr. Gaynor holds an M.D. from the University of Texas Southwestern
Medical School and completed fellowship training in hematology-oncology at the UCLA School of Medicine.
About Frank Anders Wilson
As the former Chief Financial Officer and Senior Vice President of PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, Mr. Wilson oversaw the organization’s growth strategy from 2009 until his retirement in 2018. Prior to joining PerkinElmer, Inc., Mr. Wilson held key business development and finance roles over 12 years at Danaher Corporation, a global science and technology conglomerate, including Corporate Vice President of Investor Relations. Prior to Danaher, Mr. Wilson worked for several years at AlliedSignal, Inc., now Honeywell International Inc., where he served as Vice President of Finance and Chief Financial Officer for the Commercial Avionics Systems division. Prior to AlliedSignal, Mr. Wilson’s work included financial and controllership positions of increasing responsibility at PepsiCo, Inc., as well as roles at E.F. Hutton and Company, and KPMG Peat Marwick. Mr. Wilson is a Certified Public Accountant.
Mr. Wilson has served as a member of the Board of Directors of Cabot Corporation, a public global specialty chemicals and performance materials company, since 2018. From 2015 to 2019, he was also a member of the Board of Directors of Sparton Corporation where he served as Chairman of the Board for a period of time. Sparton Corporation was a formerly independent public company that designed and manufactured complex electromechanical devices.
About Alkermes
Alkermes plc is a fully integrated, global biopharmaceutical company developing innovative medicines for the treatment of central nervous system (CNS) diseases and oncology. The company has a diversified commercial product portfolio and a substantial clinical pipeline of product candidates for chronic diseases that include schizophrenia, depression, addiction, multiple sclerosis and cancer. Headquartered in Dublin, Ireland, Alkermes plc has an R&D center in Waltham, Massachusetts; a research and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio. For more information, please visit Alkermes’ website at www.alkermes.com.
Note Regarding Forward-Looking Statements
Certain statements set forth in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the company’s future growth; financial and operating performance; business plans, strategic priorities and prospects, including the expansion of the company’s presence in immuno-oncology; and the potential therapeutic, clinical and commercial value of the company’s investigational and commercial products. The company cautions that forward-looking statements are inherently uncertain. Although the company believes that such statements are based on reasonable assumptions within the bounds of its knowledge of its business and operations, the forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties, including those risks and uncertainties described under the heading “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2018 and in subsequent filings made by the company with the U.S. Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, the company disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release.