DURECT CORPORATION (NASDAQ:DRRX) 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.

Modification of Executive Officer Compensation

On January 11, 2017, DURECT Corporation (the Company) filed a
Current Report on Form 8-K (the Form 8-K) describing a summary of
actions taken by the Compensation Committee of the Company for
the named executive officers of the Company noting among other
things that Mr. Matthew J. Hogan, Chief Financial Officer, and
Ms. Judy Joice, Senior Vice President, Operations and Corporate
Quality Assurance, were to receive, effective as of April 1,
2017, base salaries reflecting a 3% increase as compared to their
base salaries in 2016. However, prior to the salary increase
going into effect, Mr. Hogan and Ms. Joice both voluntarily
declined their base salary increases.

To more closely align the interests of the Companys named
executive officers with the interests of the Companys
stockholders, at a meeting of the Board of Directors on June 19,
2017, certain of the Companys named executive officers
volunteered to receive a reduced portion of their salary in cash,
with this portion instead being paid in options. The total shares
subject to each option in lieu of salary were determined by using
a standard Black-Scholes option-pricing model. The new applicable
2017 cash salary effective as of July 1, 2017, the cash amounts
being foregone, and the options awarded, by individual, are as
follows:

Notes:

Modification of Director Compensation

At the meeting of the Board of Directors of the Company on June
19, 2017, the Compensation Committee reviewed director
compensation. In light of the closing of the Companys license
agreement with Sandoz for POSIMIR and the receipt of the
associated up-front payment, and based on the prior compensation
analysis performed by Setren, Smallberg Associates, Inc., an
independent compensation consulting firm, the Compensation
Committee approved an increase in the annual cash retainer fee
for non-employee directors to $34,000 per year from $30,000 per
year, and an increase in the annual option grant made to
non-employee directors on the date of the Companys annual
stockholder meeting to 55,000 shares of common stock from 35,000
shares of common stock, vesting on the day before the first
anniversary of the date of grant.

Commencing June 19, 2017, the Companys non-employee directors
also agreed to receive a portion of their retainer fee in stock
options. The total shares subject to each option in lieu of cash
retainer were determined by using a standard Black-Scholes
option-pricing model. The exercise price per share of the options
is $1.40, the closing price of the Companys common stock on the
NASDAQ Global Market on the date of grant. The vesting associated
with the options is as follows: one-fourth (1/4) of the total
shares subject to the option shall vest quarterly over one (1)
year following the date of grant, subject to continued service.
In the event of the optionees termination of service with the
Company for a reason other than Cause, the post-termination
exercise period for the vested options shall be seven (7) years,
subject to the ten (10) year term of the option.

Amendment to the 2000 Employee Stock Purchase Plan

At the 2017 Annual Meeting of Stockholders (the Annual Meeting)
of DURECT Corporation (the Company), held on June 19, 2017, the
Companys stockholders approved an amendment of the 2000 Employee
Stock Purchase Plan to increase the number of shares of the
Companys Common Stock available for issuance by 350,000 shares
and to re-approve its material terms.

The foregoing description of the amendment of the 2000 Employee
Stock Purchase Plan is only a summary and is qualified in its
entirety by the full text of the 2000 Employee Stock Purchase
Plan, as amended, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.

The disclosure set forth under Proposal 1 and Proposal 2 in Item
5.07 of this Form 8-K is incorporated herein by reference.

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

At the Annual Meeting held on June 19, 2017, there were
126,362,709 shares represented to vote either in person or by
proxy, or 89.1% of the outstanding shares, which represented a
quorum.The final results of voting for each matter submitted to a
vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors

David R. Hoffmann and Jon S. Saxe were elected as Class II
directors for a term of three years.The voting for each director
was as follows:

Proposal 2: An amendment of the 2000 Employee Stock Purchase Plan
to increase the number of shares of the Companys Common Stock
available for issuance by 350,000 shares and to re-approve its
material terms

The amendment of the 2000 Employee Stock Purchase Plan was
approved based upon the following votes:

Proposal 3: Say on Pay An advisory vote on the approval of
executive compensation

The Companys executive compensation was approved on a
non-binding, advisory basis based upon the following votes:

Proposal 4: Hold an advisory vote on the frequency of advisory
stockholder votes on executive compensation

An advisory stockholder vote every one year on the approval of
the Companys executive compensation was approved on a
non-binding, advisory basis based upon the following votes:

Based on its recommendation to stockholders in favor of an annual
vote and the vote of approximately 53% of the Companys shares in
favor of any annual vote, the Board of Directors of the Company
has determined that the Company will continue to hold an advisory
vote on executive compensation annually.

Proposal 5: Ratification of Appointment of Independent Registered
Public Accounting Firm for the Company for the Current Fiscal
Year

The appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for fiscal year 2017 was
ratified based upon the following votes:

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

ExhibitDescription

10.1*DURECT Corporation 2000 Employee Stock Purchase Plan, as
amended.

__________

* Management contract or compensatory plan or arrangement.

DURECT CORP Exhibit
EX-10.1 2 drrx-ex101_6.htm EX-10.1 drrx-ex101_6.htm Exhibit 10.1 DURECT CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN (as last amended June 19,…
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About DURECT CORPORATION (NASDAQ:DRRX)

Durect Corporation is a biopharmaceutical company with research and development programs. The Company’s products candidates include DUR-928, oral for metabolic/lipid disorders, and DUR-928, injectable for acute organ injuries. Its other product candidates include POSIMIR (controlled release injection of bupivacaine), REMOXY (oral controlled release oxycodone), ORADUR-ADHD, ELADUR (controlled release injection of bupivicane), Relday (risperidone), ORADUR-based opioid (hydromorphone) and SABER-based ophthalmic. The Company’s ALZET product line consists of miniature, implantable osmotic pumps and accessories used for experimental research in mice, rats and other laboratory animals. The Company also manufactures and sells osmotic pumps used in laboratory research and design; and develops and manufactures a range of standard and custom biodegradable polymers and excipients for pharmaceutical and medical device clients for use as raw materials in their products.