Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) 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.
On July 15, 2017, the Board of Directors (the "Board") of Sucampo Pharmaceuticals, Inc. (the "Company") (i) voted to increase the authorized size of the Board by one, from six to seven, and (ii) appointed Dr. Karen Smith to the Board as a Class II member to fill the new vacancy on the Board and to hold office until the 2020 annual meeting of stockholders and until a successor is elected and qualified, or until her earlier resignation or removal. The Company issued a press release announcing Dr. Smith’s appointment on July 18, 2017.
Dr. Smith’s director compensation will be similar to other non-employee directors of the Company, as described under "Board of Directors Compensation" in the Company's 2017 proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on April 21, 2017. On July 15, 2017, in accordance with the Company's Non-Employee Board of Directors' Compensation Plan, the Board granted Dr. Smith an option to purchase 30,000 shares of the Company's Class A common stock at an exercise price equal to the closing price of the Company's Class A common stock on the Nasdaq Global Market on that date. The shares underlying the grant will vest in 12 equal quarterly installments at the end of each successive three-month period following the date of grant, subject to Dr. Smith’s continuous service with the Company at each vesting date.
There are no arrangements or understandings between Dr. Smith and any other persons to which Dr. Smith was selected as a director. There are no transactions, or proposed transactions, during the last two years with the Company to which Dr. Smith was or is to be a party, in which Dr. Smith, or any member of her immediate family, has a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K. There is no familial relationship between Dr. Smith and any other director or executive officer of the Company.
Item 7.01. Regulation FD Disclosure.
On July 18, 2017, the Company issued a press release announcing Dr. Smith’s appointment. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description |
| 99.1 | Press Release, dated July 18, 2017, "Dr. Karen Smith Joins Sucampo's Board of Directors" |
Sucampo Pharmaceuticals, Inc. ExhibitEX-99.1 2 exh_991.htm PRESS RELEASE EdgarFilingEXHIBIT 99.1Dr. Karen Smith Joins Sucampo’s Board of Directors ROCKVILLE,…To view the full exhibit click here
About Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP)
Sucampo Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on research and development of drugs to treat gastrointestinal, ophthalmic and oncology-based inflammatory disorders. It operates through development and commercialization of pharmaceutical products segment. Its operations are conducted through Sucampo AG, based in Zug, Switzerland, through which the Company conducts certain worldwide and European operations; Sucampo Pharma, LLC, based in Tokyo and Osaka, Japan and R-Tech Ueno, Ltd., based in Kobe, Japan, through which the Company conducts its Asian operations; Sucampo Pharma Americas LLC, based in Rockville, Maryland, through which the Company conducts operations in North and South America, and Sucampo Pharma Europe, Ltd., based in Oxford, the United Kingdom. It offers AMITIZA for the treatment of constipation and RESCULA for the lowering of intraocular pressure (IOP). Its products under development include cobiprostone, RTU-1096 and RTU-009.