DEPOMED,INC. (NASDAQ:DEPO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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DEPOMED,INC. (NASDAQ:DEPO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Appointment to the Audit Committee

On August15, 2017, The Board of Directors (the “Board”) of Depomed,Inc. (the “Company”) appointed William T. McKee, a director of the Company, to serve on the Audit Committee of the Board, which is now comprised of Karen A. Dawes, Louis J. Lavigne,Jr., William T. McKee, and Peter D. Staple.

Appointments to the Compensation Committee

On August15, 2017, The Board of Directors (the “Board”) of Depomed,Inc. (the “Company”) appointed James P. Fogarty, Louis J. Lavigne,Jr., and James L. Tyree directors of the Company, to serve on the Compensation Committee of the Board, which is now comprised of James P. Fogarty, Louis J. Lavigne,Jr., William T. McKee, Peter D. Staple, and James L. Tyree.

Appointments to the Nominating and Corporate Governance Committee

On August15, 2017, The Board of Directors (the “Board”) of Depomed,Inc. (the “Company”) appointed Karen A. Dawes and James L. Tyree, directors of the Company, to serve on the Nominating and Corporate Governance Committee of the Board, which is now comprised of Karen A. Dawes, William T. McKee, and James L. Tyree.

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

Depomed,Inc. (the “Company”) held its Annual Meeting of Shareholders on August15, 2017 to consider and vote on the following proposals: (i)the election of seven directors to hold office until the 2018 Annual Meeting of Shareholders (Proposal 1); (ii)to approve, on an advisory basis, the compensation of the Company’s named executive officers as more completely described in the Proxy Statement dated July17, 2017 (Proposal 2); (iii)to indicate on an advisory basis, the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers (Proposal 3); and(iv)the ratification of the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017 (Proposal 4).

Proposal 1: The shareholders of the Company elected seven directors to serve until the 2018 Annual Meeting of Shareholders and until their successors are elected and qualified. The votes on Proposal 1 were as follows:

SharesVotedFor

SharesVotedAgainst

Abstain

BrokerNon-Votes

James P. Fogarty

36,818,412

3,724,338

23,836

14,097,251

Karen A. Dawes

36,751,617

3,787,358

27,611

14,097,251

Arthur J. Higgins

36,656,732

3,887,146

22,708

14,097,251

Louis J. Lavigne,Jr.

36,464,410

4,072,188

29,988

14,097,251

William T. McKee

36,822,365

3,718,566

25,655

14,097,251

Peter D. Staple

37,107,274

3,430,542

28,770

14,097,251

James L. Tyree

36,806,849

3,729,447

30,290

14,097,251

Proposal 2: The shareholders of the Company approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the Proxy Statement dated July14, 2017. The votes on Proposal 2 were as follows:

For

35,537,389

Against

4,970,569

Abstain

58,628

Broker Non-Votes

14,097,251

Proposal 3: The shareholders of the Company approved, on an advisory basis,”1 Year” as the preferred frequency of the advisory vote on the compensation of the Company’s executive offices as disclosed in the Proxy Statement dated July14, 2017. The votes on Proposal 3 were as follows:

1 Year

34,220,636

2 Years

54,496

3 Years

6,202,657

Abstain

88,797

Broker Non-Votes

14,097,251

The Board has adopted the shareholders recommendation.

Proposal 4: The shareholders of the Company ratified the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017. The votes on Proposal 4 were as follows:

For

54,146,706

Against

355,636

Abstain

161,495


About DEPOMED,INC. (NASDAQ:DEPO)

Depomed, Inc. is a specialty pharmaceutical company focused on pain and other central nervous system (CNS) conditions. The Company’s products include NUCYNTA ER (tapentadol extended release tablets), which is a product for the management of pain severe enough to require daily, around-the-clock, long term opioid treatment, including neuropathic pain associated with diabetic peripheral neuropathy in adults, and for which alternate treatment options are inadequate; NUCYNTA (tapentadol), which is an immediate release version of tapentadol for the management of moderate to severe acute pain in adults; Gralise, which is a once-daily product for the management of postherpetic neuralgia; CAMBIA, which is a non-steroidal anti-inflammatory drug (NSAID) for the acute treatment of migraine attacks; Zipsor, which is a NSAID for the treatment of mild to moderate acute pain, and Lazanda nasal spray, which is used for the management of break through pain in cancer patients.