AMICUS THERAPEUTICS,INC. (NASDAQ:FOLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)& (c)On June7, 2018, the Board of Directors (the “Board”) of Amicus Therapeutics,Inc. (the “Company”) appointed Samantha Prout, the Company’s Controller, as Principal Accounting Officer. Ms.Prout joined the Company in March2018 after previously spending three years at NRG Energy, first as Controller for Home Solar then as Director of Financial Reporting. Prior to joining NRG Energy, Ms.Prout spent 15 years at KPMG, the final nine as an Audit Senior Manager.
There are no family relationships between Ms.Prout and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There is no arrangement or understanding between Ms.Prout and any other person to which Ms.Prout was appointed as Principal Accounting Officer of the Company. Ms.Prout has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K and Ms.Prout has not entered into any material plan, contract, arrangement or amendment in connection with her appointment as Principal Accounting Officer.
In connection with the appointment of Ms.Prout, Ms.Daphne Quimi will no longer serve as the Company’s Principal Accounting Officer as she transitions into her new role within the Company as Senior Vice President of Corporate Affairs.
(d) On June7, 2018, Bradley L. Campbell was elected to the Board as a ClassI director for an initial term expiring at the annual meeting of stockholders in 2020. Mr.Campbell joins the Board as a non-independent director and is not expected to serve on any Board committees at this time.
An employee of the Company since 2006, Mr.Campbell has served as the Company’s President since January2015 and was promoted to Chief Operating Officer (“COO”) in December2013 following a successful two years as the Company’s Chief Business Officer. Mr.Campbell will continue to serve as the Company’s President and COO as a Director. Currently, Mr.Campbell serves as a member of the board of directors for Progenics Pharmaceuticals and is also a member of the BioNJ board and the National Tay-Sachs and Allied Diseases Association.
There is no arrangement or understanding between Mr.Campbell and any other person to which Mr.Campbell was selected as a director. Mr.Campbell has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K and Mr.Campbell has not entered into any material plan, contract, arrangement or amendment in connection with his selection as director of the Company.
(e) On June7, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Amicus Therapeutics 2007 Equity Incentive Plan (as amended and restated, the “Plan”). The amendment to the Plan makes an additional 5,000,000 shares of the Company’s common stock available for issuance as equity awards. This summary is qualified in its entirety by the full text of the Plan, which is filed as Exhibit10.1 to this Current Report on Form8-K and also incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws.
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June7, 2018 at the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01 per share, that the Company is authorized to issue from 250,000,000 shares to 500,000,000 shares. The increase in the number of authorizes shares of the Company’s common stock was effectuated to a Certificate of Amendment (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June8, 2018 and was effective as of such date. A copy of this Certificate of Amendment is attached as Exhibit3.1 hereto and is incorporated into this Item 5.03 by reference.
