Current Report Filing (8-k)
September 11 2017 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2017
JUNIPER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-10352
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59-2758596
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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33 Arch Street
Suite 3110
Boston,
Massachusetts
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02110
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(617) 639-1500
Check the appropriate box below
if the
Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2
of the Securities Exchange Act of 1934. Emerging Growth Company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(a)
On September 7, 2017, the Board of Directors accepted Frank Armstrongs resignation from the Board, effective September 28, 2017. Mr. Frank
Armstrong will step down from all Board committees effective immediately.
(d)
On September 7, 2017, the Board of Directors (the Board) of the Company appointed Jennifer Good to the Board, effective September 7, 2017.
Jennifer Good will hold office until the date of the annual meeting of stockholders following the year ending December 31, 2017 or until her earlier death, resignation or removal. The Board has determined that Jennifer Good satisfies the
definition of independent director, including without limitation the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act of 1934, as amended (collectively, Applicable Requirements). In
connection with her election to the Board, Jennifer Good was appointed to the Boards Audit and Compensation Committee, replacing Ann Merrifield on the Audit committee. Ann Merrifield was appointed to the Compensation Committee, and Cristina
Csimma was appointed to the Nominating and Corporate Governance Committee. The Board has determined that each of Jennifer Good, Ann Merrifield, and Cristina Csimma satisfies all Applicable Requirements to serve on such committees.
The Board will grant Jennifer Good an initial restricted stock unit award with a grant value of $67,500. Such award will vest ratably over three years in
annual installments. As a non-employee director, Jennifer Good will receive compensation in the same manner as the Companys other non-employee directors, including an annual retainer of $40,000 for service on the Board, $10,000 per year for
service on the audit committee of the Board, and $6,250 per year for service on the compensation committee of the Board. Additionally, in connection with Jennifer Goods appointment to the Board, the Company and Jennifer Good will enter into an
indemnification agreement in substantially the same form that the Company has entered into with each of the Companys existing directors. The form of such indemnification agreement was previously filed by the Company as an exhibit to its annual
report on
Form 10-K
(File
No. 001-10352)
for the year ended December 31, 2003, filed on March 15, 2004 with the Securities and Exchange Commission.
There are no arrangements or understandings between Jennifer Good and any other person pursuant to which she was appointed as a member of the Board.
There are no family relationships between Jennifer Good, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no related person
transactions (within the meaning of Item 404(a) of
Regulation S-K
promulgated by the Securities and Exchange Commission) between Jennifer Good and the Company.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
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JUNIPER PHARMACEUTICALS, INC.
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By:
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/s/ Jeffrey E. Young
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Name:
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Jeffrey E. Young
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Title:
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Senior Vice President, Finance, Chief Financial Officer and Treasurer
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Date: September 11, 2017
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