Current Report Filing (8-k)
March 30 2021 - 5:05PM
Edgar (US Regulatory)
0001446847
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0001446847
2021-03-26
2021-03-26
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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):
March 26, 2021
IRONWOOD
PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-34620
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04-3404176
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification Number)
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100 Summer Street, Suite 2300
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Boston, Massachusetts
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(Address of principal
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02110
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executive offices)
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(Zip code)
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(617)
621-7722
(Registrant’s telephone number,
including area code)
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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Class A common stock, $0.001 par value
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IRWD
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Nasdaq Global Select Market
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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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company o
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.
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Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In
light of Mark Mallon’s resignation as Chief Executive Officer ("CEO") of Ironwood Pharmaceuticals, Inc. (the "Company") in early 2021, the Compensation and
HR Committee (the “Committee”) of the Board of Directors of the Company approved
a cash retention bonus and a retention award of restricted stock units (“RSUs”) on March 26, 2021 for each of Thomas McCourt,
the Company’s President (who is also serving as interim CEO during the Company’s CEO
transition), Gina Consylman, the Company’s Senior Vice President, Chief Financial Officer, Jason Rickard, the Company’s
Senior Vice President, Chief Operating Officer, and Michael Shetzline, the Company’s Chief Medical Officer, Senior Vice President
and Head of Drug Development (together, the “executive officers” and each, an “executive officer”).
The executive officers
were awarded cash retention bonuses in the following amounts: Mr. McCourt received a cash retention bonus of $286,600, Ms. Consylman received
a cash retention bonus of $254,700, Mr. Rickard received a cash retention bonus of $242,100 and Dr. Shetzline received a cash retention
bonus of $242,000. The cash retention bonuses are payable in two equal payments with 50% of the cash retention bonus to be paid in September
2021 and 50% of the cash retention bonus to be paid in June 2022, subject to the executive officer remaining an employee of the Company
in good standing on September 1, 2021, with respect to the first payment, and on June 1, 2022, with respect to the second payment. Each
executive officer will receive both payments if his or her employment is terminated by the Company prior to June 1, 2022 and such termination
is an “Involuntary Termination” as defined in the severance agreement between the Company and such executive officer, the
form of which was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 17, 2021 (the “Form 10-K”).
The executive officers
were awarded retention awards of RSUs in the following amounts: Mr. McCourt received 96,638 RSUs, Ms. Consylman received 56,372 RSUs,
Mr. Rickard received 56,372 RSUs and Dr. Shetzline received 38,655 RSUs. The RSUs were granted pursuant to and under the Company’s
2019 Equity Incentive Plan and each RSU represents the right to receive one share of the
Company’s Class A Common Stock, $0.001 par value per share. Each RSU has a grant date of March 26, 2021, shall vest as to 50% of
the shares on each of May 19, 2022 and May 18, 2023 and is evidenced by an RSU agreement substantially in the form previously adopted
and approved by the Committee and filed as Exhibit 10.2.2 to the Form 10-K.
SIGNATURES
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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Ironwood Pharmaceuticals, Inc.
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Dated: March 30, 2021
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By:
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/s/ Gina Consylman
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Name: Gina Consylman
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Title: Senior Vice President, Chief Financial Officer
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