QUIDEL CORPORATION (NASDAQ:QDEL) 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.
(d)
On December 14, 2018, the Board of Directors of Quidel Corporation (the “Company”) increased the size of the Company’s Board of Directors (the “Board”) from eight to nine members to the Company’s Bylaws and appointed Edward L. Michael, 61, to the Board to fill the vacancy. Mr. Michael has not been appointed to serve on a Board committee at this time.
Mr. Michael is the Managing Partner of LionBird Ventures, a venture capital firm he co-founded in 2012, which focuses on investing in digital health and business services companies. For nearly 27 years, Mr. Michael held a variety of roles at Abbott Laboratories, including most recently as Executive Vice President, Diagnostic Products and previously in legal, commercial and operational roles in various Abbott divisions. Mr.Michael currently serves on the Board of NeuMoDx, Inc., a privately-held molecular diagnostics company, and the following LionBird portfolio companies: Protenus, Inc. and PhysIQ, Inc. Mr. Michael received his B.A. from Indiana University and a J.D. from Indiana University School of Law.
As a non-employee director, Mr. Michael will be compensated on the same basis as all other non-employee directors of the Company. Accordingly, Mr. Michael will receive a pro rata portion of a $40,150 annual retainer for his service on the Board and upon his appointment will receive a pro rata portion of the annual grants made to non-employee directors in 2018 under the Company’s 2018 Equity Incentive Plan.
There is no arrangement or understanding between Mr. Michael and any other person to which he was selected as a director. Mr. Michaeldoes not have any direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K. Mr. Michaelhas entered into the Company’s standard form of director indemnification agreement.
Item 7.01Regulation FD Disclosure.
On December 12, 2018, the Board authorized a new stock repurchase program, to which up to $50 million of the Company’s shares of common stock may be purchased through December 12, 2020.
The timing and pace of the Company’s repurchase activity under the stock repurchase program, if any, will depend on a number of factors, including the amount of cash generated by the Company’s operations, the Company’s liquidity and capital requirements, the Company’s potential alternative uses of capital and the Company’s stock price. Under the stock repurchase program, shares of the Company’s common stock may be repurchased from time to time in both privately negotiated and open market transactions, including to Rule 10b5-1 plans. The timing and amount of the Company’s common stock purchased under the stock repurchase program, if any, will be subject to management’s evaluation of market conditions, applicable legal requirements and other factors. The stock repurchase program authorizes the Company to repurchase shares of its common stock, but does not require the Company to repurchase its common stock. The Company may initiate, suspend or discontinue purchases under the stock repurchase program at any time. Furthermore, the program may be modified, suspended or terminated at any time without prior notice.
About QUIDEL CORPORATION (NASDAQ:QDEL)
Quidel Corporation is engaged in the development, manufacturing and marketing of diagnostic testing solutions. The Company’s diagnostic testing solutions primarily include applications in infectious diseases, women’s health and gastrointestinal diseases. It sells its products directly to end users and distributors, in each case, for professional use in physician offices, hospitals, clinical laboratories, reference laboratories, universities, retail clinics and wellness screening centers. It markets its products in the United States through a network of national and regional distributors and a direct sales force. Internationally, it sells and markets primarily through distributor arrangements. Its diagnostic solutions are used in the detection and diagnosis of many critical diseases and other medical conditions, including autoimmune diseases, bone health and thyroid diseases. It provides diagnostic testing solutions under various brand names, including Quidel, QuickVue+ and Thyretain.