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

AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) 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 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2016, the Board of Directors (the “Board”) of AMAG Pharmaceuticals, Inc. (the “Company”) voted to increase the size of the Board to nine members and elected Brian P. Kelley to its Board, effective immediately, to serve as an independent director.
At the time of this disclosure, Mr. Kelley was not named to any committees of the Board and no committee assignments are contemplated at this time. There are no family relationships between Mr. Kelley and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
In connection with his appointment as a non-employee director, Mr. Kelley was granted a non-qualified option to purchase 6,000 shares of the Company’s common stock under the terms and conditions of the Company’s Third Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”), at an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant. The foregoing stock option has a ten-year term and will vest in equal monthly installments over a two-year period, for so long as Mr. Kelley continues to serve as a director of the Company.
In addition, Mr. Kelley was granted a non-qualified option under the Company’s 2007 Plan to purchase 2,739 shares of the Company’s common stock at an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant. The foregoing stock option has a ten-year term and will vest in five equal monthly installments beginning on January 1, 2017 and continuing through May 1, 2017. Further, Mr. Kelley was granted restricted stock units under the Company’s 2007 Plan covering 1,026 shares of the Company’s common stock, which will vest in five equal monthly installments beginning on January 1, 2017 and continuing through May 1, 2017, provided that delivery of any vested shares of common stock underlying the foregoing restricted stock units shall be deferred until the earlier of (i) the first anniversary of the date of grant and (ii) as soon as practicable (but not later than 90 days) following the date of termination of service, provided that such termination constitutes a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1(h). The grants made to Mr. Kelley described in this paragraph reflect the pro-rated portion of the annual grants that would have otherwise been made under the terms of the Company’s Non-Employee Director Compensation Policy, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
Mr. Kelley will be entitled to all other applicable compensation described in the Company’s Non-Employee Director Compensation Policy as described starting on page 26 of the Proxy Statement for the Company’s 2016 annual meeting of stockholders. The Company has entered into an indemnification agreement with Mr. Kelley in substantially the same form entered into with the other members of the Company’s Board.
The Company is filing this Form 8-K to Item 5.02(d). A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby furnishes the following exhibit:
99.1 Press release dated December 21, 2016.

About AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG)

AMAG Pharmaceuticals, Inc. is a pharmaceutical company. The Company’s segment is the manufacture, development and commercialization of products and services for use in treating various conditions, with a focus on maternal health, anemia management and cancer supportive care. Its offerings focus on maternal health, anemia management and cancer supportive care, including its product, Makena (hydroxyprogesterone caproate injection); services related to the collection, processing and storage of umbilical cord blood stem cell and cord tissue units operated through Cord Blood Registry (CBR); its product, Feraheme (ferumoxytol), for intravenous (IV) use, and MuGard Mucoadhesive Oral Wound Rinse. It is engaged in the development of Digoxin immune fab, a polyclonal antibody for the treatment of severe preeclampsia in pregnant women. Makena is a drug indicated to reduce the risk of preterm birth in women pregnant with a single baby having a history of singleton spontaneous preterm birth.

AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) Recent Trading Information

AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) closed its last trading session up +1.00 at 35.80 with 795,751 shares trading hands.

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