ROCKWELL MEDICAL,INC. (NASDAQ:RMTI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of Increased Compensation for Independent Directors
On March16, 2018 and effective as of March19, 2018, the Board of Directors (the “Board”) of Rockwell Medical,Inc. (the “Company”), based on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), modified the compensation of the independent directors of the Board as described below:
· Mr.Boyd: 36,139 shares; and
· Mr.Bagley: 32,724 shares.
The exercise price per share for the contingent stock options is $5.75, reflecting the closing sale price of the Company’s common stock on March19, 2018. All option grants are expressly contingent upon the Company’s shareholders approving the 2018 Rockwell Medical,Inc. Long Term Incentive Plan at the Company’s 2018 Annual Meeting of Shareholders. The contingent stock options will otherwise vest one year from the date of grant if the director continues to then-serve on the Board, though the Compensation Committee shall have the discretion to accelerate such vesting, and the right to exercise each option would extend for the 10-year life of the option.
Additionally, the Board and the Compensation Committee also decided to grant cash compensation to Mr.Bagley, Mr.Boyd, Mr.Ravich, Ms.Smith to compensate them for previously unpaid 2017 director fees in accordance with the Company’s then-existing independent director compensation program. Mr.Ravich received cash in the amount of $52,500 and Mr.Bagley, Mr.Boyd and Ms.Smith each received cash in the amount of $34,140.
The foregoing summary does not purport to be a complete description of the terms of the contingent stock options and is qualified in its entirety by reference to the full text of the Formof Contingent Option Award Agreement for Directors (2018 Plan), a copy of which is attached hereto as Exhibit10.76.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are being filed herewith:
ROCKWELL MEDICAL, INC. ExhibitEX-10.76 2 a18-8797_1ex10d76.htm EX-10.76 Exhibit 10.76 Non-Employee Director Grantee: Grant Date: Number of Contingent Option Shares: Exercise Price Per Share: $ CONTINGENT STOCK OPTION AGREEMENT THIS AGREEMENT,…To view the full exhibit click
About ROCKWELL MEDICAL,INC. (NASDAQ:RMTI)
Rockwell Medical, Inc. (Rockwell) is a biopharmaceutical company targeting end-stage renal disease (ESRD) and chronic kidney disease (CKD) with products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis. The Company operates through the hemodialysis market segment, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including pharmaceutical, dialysis concentrates, dialysis kits and other ancillary products used in the dialysis process. Its lead branded drug, Triferic is indicated for iron maintenance. Triferic is an iron compound that is delivered to hemodialysis patients through dialysate, replacing the iron loss that occurs during their dialysis treatment. Its generic drug, Calcitriol, is indicated for treating secondary hyperparathyroidism in dialysis patients. It manufactures, sells, delivers and distributes hemodialysis concentrates, along with a range of ancillary products.
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