ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) 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 Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pharmaceuticals, Inc. (Company) appointed David R. Brennan,
currently a member of the Board, as Interim Chief Executive
Officer, and David J. Anderson, as Chief Financial Officer,
effective immediately. Mr. Brennan replaces David Hallal, who
resigned for personal reasons as Chief Executive Officer and as a
director of the Company on December 11, 2016. Mr. Anderson
replaces Vikas Sinha, the Companys former Chief Financial
Officer, who left the Company on December 11, 2016, to pursue
other opportunities.
He most recently served as Chief Executive Officer and Executive
Director of AstraZeneca PLC, one of the worlds largest
pharmaceutical companies, from 2006 to 2012. Mr. Brennan worked
for AstraZeneca in increasing roles of responsibility, including
as Executive Vice President of North America from 2001 to 2006,
and as Senior Vice President of Commercialization and Portfolio
Management from 1999 to 2001. Prior to the merger of Astra AB and
Zeneca Plc, he served as Senior Vice President of Business
Planning and Development of Astra Pharmaceuticals LP, the
American subsidiary of Astra AB. Mr. Brennan began his career in
1975 at Merck and Co. Inc., where he rose from Sales
Representative in the U.S. Division to General Manager of Chibret
International, a French subsidiary of Merck. Mr. Brennan
currently serves on the Board of Directors of Innocoll, Inc. and
Insmed Incorporated, and previously served on the Board of
Directors of AstraZeneca PLC, Reed Elsevier PLC, and the
Pharmaceutical Research Manufacturers of America (PhRMA). He
received a B.A. in business administration from Gettysburg
College, where he is a member of the Board of Trustees.
Employment Agreement with the Company to which he will receive
annual cash compensation of $6,000,000, a housing allowance of
$5,000 per month, and reimbursement for transportation expenses.
Mr. Brennan is also entitled to receive the same type of annual
equity award with respect to the same number of shares of the
Companys common stock as he would have been entitled to receive
had he continued to serve as one of the Companys non-employee
directors.
to any arrangement or understanding between him and any other
person. There are no related party transactions between the
Company and Mr. Brennan and no family relationships between Mr.
Brennan and any of the directors or officers of the Company.
Chief Financial Officer of Honeywell International from
2003-2014. A member of Honeywell’s senior leadership team, Mr.
Anderson was responsible for all corporate finance activities
including tax, accounting, treasury, audit, investments,
financial planning and acquisitions, and was integral to the
reshaping of the company’s business portfolio. Prior to joining
Honeywell, Mr. Anderson was Senior Vice President and Chief
Financial Officer of ITT Industries where he had responsibility
for financial management, information technology and corporate
development. Prior to joining ITT Industries, Mr. Anderson worked
at Newport News Shipbuilding, where he was Senior Vice President
and Chief Financial Officer. Previously, he also held senior
financial positions with RJR Nabisco and The Quaker Oats Company.
Mr. Anderson received a B.S. in economics from Indiana University
and an MBA from the University of Chicago.
Employment Agreement with the Company, to which he will receive
annual cash compensation of $4,550,000, and an allowance of
$5,000 per month for lodging, transportation and related
expenses. In addition, Mr. Anderson will receive an award of
restricted stock units under the Corporation’s 2004 Incentive
Plan, valued at $1 million calculated based on the closing price
of the Company’s common stock on the grant date. The restricted
stock units vest 25% on each anniversary of the grant date over
four years. Mr. Anderson is also subject to certain customary
non-solicitation and non-competition provisions.
arrangement or understanding between him and any other person.
There are no related party transactions between the Company and
Mr. Anderson and no family relationships between Mr. Anderson and
any of the directors or officers of the Company.
agreement with the Company (Hallal Agreement), and shall receive
a cash payment of $3,652,616, payable in quarterly installments
over two years beginning in January 2017. The Hallal Agreement
includes provisions concerning non-competition and
indemnification, and covenants not to solicit or disparage, and
to cooperate with the Company.
severance compensation in accordance with the terms of his
employment agreement providing for compensation in the event of
his termination by the Company without cause, as described in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on March 31, 2016. The terms of Mr. Sinha’s
employment agreement also include provisions concerning
non-competition and indemnification, and covenants not to solicit
or disparage, and to cooperate with the Company.
of Messrs. Brennan and Anderson and the departures of Messrs.
Hallal and Sinha is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
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99.1
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Press Release, dated December 12, 2016
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About ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN)
Alexion Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of life-transforming therapeutic products. The Company operates through innovation, development and commercialization of life-transforming therapeutic products segment. The Company’s marketed products include Soliris (eculizumab), Strensiq (asfotase alfa) and Kanuma (sebelipase alfa). The Company’s clinical programs include Soliris (eculizumab), ALXN 1101, ALXN 1007, SBC-103, ALXN 1210 and ALXN 5500. It offers Soliris for patients with either paroxysmal nocturnal hemoglobinuria (PNH), a life-threatening and ultra-rare genetic blood disorder, or atypical hemolytic uremic syndrome (aHUS), a life-threatening and ultra-rare genetic disease. Strensiq is a targeted enzyme replacement therapy. It offers Kanuma for the treatment of patients with Lysosomal Acid Lipase Deficiency (LAL-D). ALXN 1007 is a humanized antibody designed to target inflammatory disorders. ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) Recent Trading Information
ALEXION PHARMACEUTICALS, INC. (NASDAQ:ALXN) closed its last trading session 00.00 at 132.07 with 2,527,945 shares trading hands.