INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) |
Election of William E. Klitgaard and Linda S. Harty as Directors |
On March1, 2017, the Board of Directors of the Company (the
Board) appointed William E. Klitgaard as a Class II director,
effective immediately, to hold office until the Companys 2019
Annual Meeting of Stockholders or until his successor is duly
elected and qualified and Linda S. Harty as a Class I director,
effective immediately, to hold office until the Companys 2018
Annual Meeting of Stockholders or until her successor is duly
elected and qualified. Mr.Klitgaard will serve as Chairman of the
Audit Committee of the Board and Ms.Harty will be appointed as a
member of the Audit Committee.
The Nominating and Corporate Governance Committee of the Board
conducted the search for director candidates. It has not
formulated any specific minimum qualifications for director
candidates, but has determined certain desirable characteristics
including independence, sound judgment, business specialization,
technical skills, diversity and other desired qualities. After
reviewing several director candidates, the Nominating and
Corporate Governance Committee recommended Mr.Klitgaard and
Ms.Harty for appointment to the Board.
There are no related party transactions between Mr.Klitgaard or
Ms.Harty and the Company, and the Company believes that
Mr.Klitgaard and Ms.Harty satisfy the independence requirements
of Rule 5605(a)(2) of the NASDAQ Stock Market listing rules and
Rule 10A-3 under the Securities Exchange Act.
Upon their appointment to the Board, the Company granted each of
Mr.Klitgaard and Ms.Harty restricted stock units for 514 shares
of the Companys ClassA common stock, vesting in full on the
one-year anniversary of the date of grant. In addition, as
members of the Board, Mr.Klitgaard and Ms.Harty will receive the
same compensation paid by the Company to its other non-employee
directors under the Companys existing director compensation
program.
With the appointment of each of Mr.Klitgaard and Ms.Harty,
independent directors, to the Companys Audit Committee, the
Company has regained compliance with the NASDAQ Listing Rule 5605
(c)(2)(A), which requires listed companies to have at least three
audit committee members.
A copy of the press release regarding the appointment of
Mr.Klitgaard and Ms.Harty to the Board is attached hereto as
Exhibit99.1.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
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ExhibitNo. |
Description |
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| 99.1 | Press release dated March3, 2017. |
About INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds. INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) Recent Trading Information
INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) closed its last trading session 00.00 at 44.70 with 964,092 shares trading hands.