Depomed Announces Corporate Governance Updates
May 22 2017 - 7:30AM
Depomed, Inc. (Nasdaq:DEPO) today announced that following a
comprehensive review of the Company's corporate governance
practices, the Board of Directors has taken a number of actions
designed to ensure that the Company's policies are further aligned
with shareholder interests and corporate governance best
practices. In addition, the Board of Directors set August 15,
2017 as the date for the Company’s 2017 Annual Meeting of
Shareholders.
"Our Board is committed to being responsive to our shareholders
and aligning Depomed’s corporate governance policies with best
practices," said Jim Fogarty, Chairman of the Board of Directors of
Depomed.
The actions taken by the Board of Directors, include, but are
not limited to the following:
- Revised Board Committee Charters. The
Company revised each of the charters of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee to further reflect best practices and enhance
transparency. Copies of the updated Board Committee Charters
are available on the Company’s website at www.depomed.com.
- Corporate Governance Guidelines. The
Company revised its Corporate Governance Guidelines to, among other
things, (i) formally require the Chairman of the Board to be an
independent director, (ii) further clarify the role and
responsibilities of the Board, (iii) outline director qualification
standards, (iv) require at least four meetings annually of the
independent directors, (v) adopt a director retirement age of 72,
(vi) implement over-boarding limits for Board and Audit Committee
service, (vii) require an annual evaluation of the CEO be conducted
by the independent directors, led by the Chairman of the Board of
Directors, and (viii) provide that directors have complete and
independent access to executive management. A copy of the
updated Corporate Governance Guidelines are available on the
Company’s website at www.depomed.com.
- Stock Ownership Guidelines; Clawback Policy;
Anti-Hedging and Anti-Pledging Policies. The Company
adopted stock ownership guidelines applicable to directors and
executive officers as well as an executive compensation clawback
policy. The Company also enhanced the anti-hedging and
anti-pledging provisions of its Insider Trading Policy.
- Shareholder Communications Policy. The
Company adopted a formal Shareholder Communications Policy
outlining the procedures by which shareholders may communicate with
the Board of Directors. A copy of the Shareholder
Communications Policy is available on the Company’s website at
www.depomed.com. The Board of Directors encourages
shareholders to communicate their thoughts, ideas and concerns
about the Company to the Board.
- Plurality Voting Standard for Contested
Elections. The Company amended its Bylaws to provide
for a plurality voting standard for contested elections.
- Timing of Shareholder Requested Special
Meeting. The Company amended its Bylaws to reduce
the time between the receipt by the Company of a record date
request from a shareholder requesting a special meeting and the
date such special meeting is held. A copy of the Company’s
Amended and Restated Bylaws will be an exhibit to the Current
Report on Form 8-K to be filed today with the Securities and
Exchange Commission (and which is available on the SEC’s website at
www.sec.gov).
In addition to updating the Company’s corporate governance
policies and practices, the Board of Directors adopted a revised
peer group for compensation benchmarking which reflects the
Company’s size and profile. This new peer group will assist
the Board of Directors in aligning the Company’s compensation
practices with shareholder interests.
Shareholders are encouraged to read and review the definitive
proxy statement relating to the 2017 Annual Meeting of Shareholders
the Company will (i) file with the SEC (and which will be available
on SEC’s website at www.sec.gov) and (ii) mail to shareholders
entitled to vote at the meeting.
About Depomed Depomed is a leading specialty pharmaceutical
company focused on enhancing the lives of the patients, families,
physicians, providers and payors we serve through commercializing
innovative products for pain and neurology related disorders.
Depomed markets six medicines with areas of focus that include mild
to severe acute pain, moderate to severe chronic pain, neuropathic
pain, migraine and breakthrough cancer pain. Depomed is
headquartered in Newark, California. To learn more about Depomed,
visit www.depomed.com.
Investor Contact:
Christopher Keenan
VP, Investor Relations and Corporate Communications
510-744-8000
ckeenan@depomed.com
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