ALIMERA SCIENCES, INC. (NASDAQ:ALIM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Incorporation by Reference to Current Report on Form 8-K dated November 28, 2018 and filed with the Securities and Exchange Commission on November 29, 2018 (the “Prior Form 8-K”)

On November 28, 2018, the Board of Directors (the “Board”) of Alimera Sciences, Inc. (the “Company”) approved a succession plan (the “Succession Plan”) that was intended generally to take effect on January 2, 2019 (the “Transition Date”). The Succession Plan has taken effect on the Transition Date, and the Company hereby incorporates by reference the disclosure included under Item 9.01 and Item 9.01 of the Prior Form 8-K into Item 9.01 and Item 9.01, respectively, of this Current Report on Form 8-K dated January 2, 2019 (“this Form 8-K”). All of the actions described in the Prior Form 8-K that were to take effect on the Transition Date have in fact taken effect.

Summary of Events under the Succession Plan that Took Effect on the Transition Date

On the Transition Date, under the Succession Plan, the following events occurred:

The Company intends to negotiate the terms of service of Mr. Eiswirth, Mr. Jones and Dr. Ashman in each officer’s new position(s) and enter into new or revised employment agreements with each of them in the first quarter of 2019. The Company’s Compensation Committee will determine the compensation to be paid to the foregoing officers in accordance with the Committee’s annual review of executive compensation. Each officer’s current employment agreement or other arrangement, including his respective compensation provisions, will continue in effect until the new or amended employment agreement becomes effective.

Additional disclosure regarding Mr. Eiswirth, Mr. Jones and Dr. Ashman can be found in the Prior Form 8-K.

Retirement of Ken Green and His Transition to a Consulting Role

On November 28, 2018, Kenneth Green, Ph.D., the Company’s Senior Vice President, Chief Scientific Officer and Global Head of Research and Development, notified the Board that, effective March 31, 2019, he will resign from employment with the Company. In connection with Dr. Green’s resignation, Dr. Green and the Company entered into a Succession and Consulting Agreement (the “Green Consulting Agreement”) whereby Dr. Green will serve as a consultant to the Company for a one-year term beginning on April 1, 2019. to the terms of the Green Consulting Agreement, Dr. Green’s current employment agreement will remain in effect until it terminates on April 1, 2019. Additional details regarding the Green Consulting Agreement can be found in the Prior Form 8-K, including the full text of the Green Consulting Agreement attached to the Prior Form 8-K as Exhibit 10.2.

Item 9.01 Regulation FD.

The following information relates to the Succession Plan but is not required under Item 9.01.

New Corporate Governance Guidelines

Under the Succession Plan, the Board also amended the Company’s Corporate Governance Guidelines, which took effect on January 2, 2019 (the Transition Date). The amended Corporate Governance Guidelines can be found on the Investor Relations pages of the Company’s website at https://investor.alimerasciences.com/corporate-governance. The information contained on the website is not incorporated by reference into this Form 8-K.

Election of James R. Largent as Lead Independent Director

to the Succession Plan, effective on the Transition Date, James R. Largent resigned as Chairman of the Board and was elected to serve as Lead Independent Director.

Promotion of David Holland to Chief Marketing Officer and Senior Vice President Corporate Communications and Managed Markets

to the Succession Plan, effective on the Transition Date, David Holland, formerly the Company’s Senior Vice President Sales and Marketing U.S., assumed the roles of Chief Marketing Officer and Senior Vice President Corporate Communications and Managed Markets.

Board of Directors

On the Transition Date, our Board consists of the members listed below:

Executive Officers

As of January 2, 2019, our executive officers consist of the following:

_____________________________

* Dr. Green will retire on March 31, 2019.

The information in this Form 8-K under Item 9.01 is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless specifically identified as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

About ALIMERA SCIENCES, INC. (NASDAQ:ALIM)

Alimera Sciences, Inc. (Alimera) is a pharmaceutical company. The Company is engaged in the research, development and commercialization of prescription ophthalmic pharmaceuticals. The Company operates through two segments: U.S. and International. The Company focuses on diseases affecting the back of the eye or retina. The Company’s product is ILUVIEN, which is developed to treat diabetic macular edema (DME). DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. In the United States, ILUVIEN is indicated for the treatment of DME in patients who have been treated with a course of corticosteroids and did not have a rise in intraocular pressure (IOP). In the European Economic Area (EEA) countries, ILUVIEN is indicated for the treatment of vision impairment associated with DME considered insufficiently responsive to available therapies.