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

PARATEK PHARMACEUTICALS, INC. (NASDAQ:PRTK) 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.

Adoption of Inducement Plan

On June 15, 2017, a majority of the independent directors of the
board of directors (the Board) of Paratek Pharmaceuticals, Inc.
(the Company) approved the Paratek Pharmaceuticals, Inc. 2017
Inducement Plan (the 2017 Inducement Plan) filed as Exhibit 10.1
to this Current Report on Form 8-K (this Current Report), the
forms of the Stock Option Grant Notice and Option Agreement
(collectively, the Inducement Option Grant Package) filed as
Exhibit 10.2 to this Current Report and the forms of the
Restricted Stock Unit Award Grant Notice and Restricted Stock
Unit Award Agreement (collectively, the Inducement RSU Grant
Package) filed as Exhibit 10.3 to this Current Report. In
accordance with NASDAQ Listing Rule 5635(c)(4), the Company did
not seek approval of the 2017 Inducement Plan by its
stockholders. to the Inducement Plan, the Company may grant
nonstatutory stock options and restricted stock units for up to a
total of 550,000 shares of common stock to employees entering
into employment or returning to employment after a bona fide
period of non-employment with the Company.

The foregoing is a brief description of the material terms of the
2017 Inducement Plan, the Inducement Option Grant Package and the
Inducement RSU Grant Package, and is qualified by reference to
the full text of the 2017 Inducement Plan, the Inducement Option
Grant Package and the Inducement RSU Grant Package filed as
Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to
this Current Report.

Adoption of Annual Incentive Plan

As further described under Item 5.07 of this Current Report, at
the Companys 2017 Annual Meeting of Stockholders (the Annual
Meeting) on June 15, 2017, the Companys stockholders approved the
Paratek Pharmaceuticals, Inc. Annual Incentive Plan (the Annual
Incentive Plan). The Annual Incentive Plan was previously
approved, subject to stockholder approval, by the Board.

The Annual Incentive Plan is designed to provide annual cash
incentives to executive officers and employees based on the
achievement of pre-established, objective performance goals,
including cash awards intended to qualify for the
performance-based compensation exemption under Section 162(m) of
the Internal Revenue Code of 1986, as amended.

A description of the material terms of the Annual Incentive Plan
is included under the heading Approval of the Paratek
Pharmaceuticals, Inc. Annual Incentive Plan in the Companys proxy
statement for the 2017 Annual Meeting filed with the Securities
and Exchange Commission on April 21, 2017. The description of the
Annual Incentive Plan is qualified by reference to the full text
of the Annual Incentive Plan filed as Exhibit 10.4 to this
Current Report.

Amended Employment Agreements

On June 16, 2017, the Company entered into amended and restated
employment agreements (the Amended Employment Agreements) with
Evan Loh, the Companys President, Chief Operating Officer and
Chief Medical Officer, and Adam Woodrow, the Companys Chief
Commercial Officer.The Amended Employment Agreements amend,
restate, and supersede the executives existing employment
agreements, which were each dated February 4, 2015.In the case of
Mr. Loh, the Amended Employment Agreement provides for an
additional severance benefit of up to 12 months of continued
health insurance coverage (the COBRA Benefit) upon a termination
of his employment by the Company without cause or by him for good
reason and full acceleration of Mr. Lohs unvested Company equity
awards upon a qualifying termination of employment occurring
within 90 days before and 12 months following the closing of a
qualifying transaction.In the case of Mr. Woodrow, the Amended
Employment Agreement provides for the following additional
severance benefits upon a termination of his employment by the
Company without cause or by him for good reason: (i) a prorated
portion of the performance bonus Mr. Woodrow would have earned
for the year in which his employment terminates and (ii) the
COBRA Benefit.

The foregoing is a brief description of the material terms of the
Amended Employment Agreements, and is qualified by reference to
the full text of the Employment Agreement, as amended, by and
between the Company and Evan Loh dated as of June 16, 2017 and
the Employment Agreement, as amended, by and between the Company
and Adam Woodrow dated as of June 16, 2017, copies of which the
Company intends to file with the Securities and Exchange
Commission as exhibits to its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2017.

The Annual Meeting was held on June 15, 2017. Proxies for the
Annual Meeting were solicited by the Board to Section 14(a) of
the Securities Exchange Act of 1934, as amended, and there was no
solicitation in opposition to the Boards

solicitation. There were 27,130,978 shares of common stock
entitled to vote at the Annual Meeting. A total of 23,681,978
shares of common stock were represented at the Annual Meeting in
person or by proxy. The final votes on the proposals presented at
the meeting were as follows:

Proposal No. 1 Election of Directors

Michael F. Bigham and Robert S. Radie were elected as directors
to hold office until the 2020 Annual Meeting of Stockholders and
until their successors have been duly elected and qualified, or,
if sooner, until each directors death, resignation, or removal,
by the following vote:

Proposal No. 2 Non-Binding Advisory Vote on the Compensation of
the Companys Named Executive Officers

The Companys stockholders approved, on a non-binding, advisory
basis, the compensation paid to the Companys named executive
officers, by the following vote:

Proposal No. 3 Non-Binding Advisory Vote on the Frequency of
Holding Future Non-Binding Advisory Votes on the Compensation of
the Companys Named Executive Officers

The Companys stockholders approved, on a non-binding, advisory
basis, the frequency of three years for holding future
non-binding, advisory votes on the compensation paid to the
Companys named executive officers, by the following vote:

Based on these voting results, the Board has determined that it
will hold a non-binding, advisory vote on the compensation paid
to the Companys named executive officers every three years until
the next required stockholder vote on the frequency of
non-binding, advisory votes on the compensation paid to the
Companys named executive officers.

Proposal No. 4 Approval of the Paratek Pharmaceuticals, Inc.
Annual Incentive Plan

The Companys stockholders approved the Paratek Pharmaceuticals,
Inc. Annual Incentive Plan by the following vote:

Proposal No. 5 Ratification of Selection of Independent
Registered Public Accounting Firm

The Companys stockholders ratified the selection by the Audit
Committee of the Board of Ernst Young LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017 by the following vote:

(d) Exhibits.

About PARATEK PHARMACEUTICALS, INC. (NASDAQ:PRTK)
Paratek Pharmaceuticals, Inc. (Paratek), formerly Transcept Pharmaceuticals, Inc. is a pharmaceutical company focused on the development and commercialization of antibacterial therapeutics based upon tetracycline chemistry. Paratek’s antibacterial product candidates are omadacycline and sarecycline. Omadacycline is a broad-spectrum antibiotic for use as an empiric monotherapy for community-acquired bacterial infections, such as acute bacterial skin and skin structure infections (ABSSSI), community-acquired bacterial pneumonia (CABP) and urinary tract infections (UTI). The Company’s sarecycline is a Phase III antibacterial product candidate and was previously known as WC3035. Sarecycline is designed for use in the treatment of acne and rosacea. The Company’s other product candidates are tetracycline-derived, molecular entities and are designed to utilize the recognized immune-modulation, anti-inflammatory and other beneficial properties of the tetracycline class.