Flexion Therapeutics, Inc. (NASDAQ:FLXN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

(e)On June22, 2017, the Board of Directors (the
Board) of Flexion Therapeutics, Inc.
(Flexion) adopted a Change in Control
Severance Benefit Plan (the CIC Severance
Plan) and a form of participation agreement
thereunder. The CIC Severance Plan supersedes and replaces all
prior change in control severance benefit plans, policies or
practices previously maintained by Flexion, including Flexions
Change in Control Bonus Plan.

Certain employees, including all executive officers, are eligible
to participate in the CIC Severance Plan, provided that in order
to receive benefits the employee must fully execute a release of
claims and continue to comply with other post-termination
obligations to Flexion. Under the CIC Severance Plan, an eligible
executive officer who is terminated by Flexion other than for
cause or resigns with good reason (as defined in the CIC
Severance Plan), in each case during the period beginning one
month before and ending 12 months after a change of control
transaction involving Flexion (such termination or resignation, a
CIC Termination) will receive severance
benefits.

The Chief Executive Officer is eligible to receive 24 months of
base salary payable via salary continuation payments, a payment
equal to his annual target cash bonus for the year in which the
CIC Termination occurs, payable in a lump sum, payment of
premiums for continued benefits under COBRA for up to the
duration of the 24-month severance period, and all unvested stock
awards will immediately become vested on the date of the CIC
Termination. The other executive officers are eligible to receive
18 months of base salary payable via salary continuation
payments, a payment equal to each officers annual target cash
bonus for the year in which the CIC Termination occurs, payable
in a lump sum, payment of premiums for continued benefits under
COBRA for up to the duration of the 18-month severance period,
and all unvested stock awards will immediately become vested on
the date of CIC Termination.

The foregoing summary of the CIC Severance Plan is not complete
and is qualified in its entirety by reference to the full text of
the CIC Severance Plan, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K.

Flexion held its 2017 Annual Meeting of Stockholders (the
Annual Meeting) on June22, 2017. At the
Annual Meeting, Flexions stockholders (i)elected three directors
to serve on the Board until Flexions 2020 Annual Meeting of
Stockholders and until their respective successors are duly
elected and qualified, or, if sooner, until their death,
resignation or removal, and (ii)ratified the selection of
PricewaterhouseCoopers LLP as Flexions independent registered
public accounting firm for fiscal year 2017. There were
31,757,692 outstanding shares eligible to vote as of April24,
2017, the record date for the Annual Meeting.

The directors elected to the Board, as well as the number of
votes for, votes withheld and broker non-votes with respect to
each of these individuals, are set forth below:

The proposal to ratify the selection of PricewaterhouseCoopers
LLP as Flexions independent registered public accounting firm for
fiscal year 2017 received the following votes:

Flexion Therapeutics Inc Exhibit
EX-99.1 2 d403351dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FLEXION THERAPEUTICS,…
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About Flexion Therapeutics, Inc. (NASDAQ:FLXN)

Flexion Therapeutics, Inc. is a United States-based specialty pharmaceutical company. The Company is focused on the development and commercialization of local therapies for the treatment of patients with musculoskeletal conditions, beginning with osteoarthritis (OA), a type of degenerative arthritis. The Company’s lead product candidate, Zilretta, is a late-stage, injectable, extended-release, intra-articular (IA) investigational steroid. The Company is developing Zilretta as a treatment for patients with moderate to severe OA knee pain. The Company has specifically designed Zilretta to combine a steroid, triamcinolone acetonide (TCA) with poly lactic-co-glycolic acid (PLGA), for providing sustained therapeutic concentrations in the joint and persistent analgesic effect. The Company’s other product candidates include FX007 for post-operative pain and FX005 for the treatment of end-stage OA patients. The Company is engaged in conducting a Phase IIb clinical trial of Zilretta.