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): December 5, 2016
BioMarin Pharmaceutical Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-26727 |
68-0397820 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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770 Lindaro Street, San Rafael, California |
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94901 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (415) 506-6700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions 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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2016, the Compensation Committee (the Committee) of BioMarin Pharmaceutical Inc., a Delaware corporation (the Company) approved a retirement benefit (the Retirement Benefit) applicable to certain of the Company’s senior executives, including the named executive officers other than the Company’s Chief Executive Officer. The Company's Chief Executive Officer is specifically excluded from the Retirement Benefit. The Retirement Benefit provides that, upon the attainment of retirement eligibility for purposes of the Retirement Benefit, all outstanding and unvested restricted share unit (RSU) awards, future RSU award grants, and future non-qualified stock option award grants, whether time-based or performance-based, will continue to vest according to their terms, whether or not the individual is performing Continuous Service (as defined in the Company’s 2006 Share Incentive Plan (the Plan)); provided, however, that vesting shall cease in the event that the individual’s Continuous Service is terminated for Cause (as defined in the Plan). For purposes of the Retirement Benefit, retirement eligibility for each eligible named executive officer means that the individual has both reached the age of 64 and completed at least 5 years of Continuous Service with the Company. None of the Company’s named executive officers expect to receive the benefit until 2019 and, therefore, the value of the Retirement Benefit as to any individual named executive officer cannot be determined at this time.
In order to implement the Retirement Benefit, the Committee approved amendments to each outstanding RSU award agreement held by an eligible senior executive that will not be fully vested on the date that such respective eligible senior executive reaches his 64th birthday, a form of which is attached hereto as Exhibit 10.1. The Committee also intends to include the Retirement Benefit in all future RSU and non-qualified stock option award grants to eligible senior executives.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 10.1 |
Form of Amendment to Agreement Regarding Restricted Share Units for the BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan. |
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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BioMarin Pharmaceutical Inc. |
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Date: December 9 , 2016 |
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By: |
/s/ G. Eric Davis |
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G. Eric Davis Executive Vice President, General Counsel |
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Exhibit Number |
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Description |
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10.1 |
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Form of Amendment to Agreement Regarding Restricted Share Units for the BioMarin Pharmaceutical Inc. 2006 Share Incentive Plan. |
EXHIBIT 10.1
BIOMARIN PHARMACEUTICAL INC.
2006 Share Incentive Plan
(as amended and restated on April 16, 2015)
(the “Plan”)
Form of Amendment to
Agreement Regarding Restricted Share Units
This Amendment (this “Amendment”), effective as of December 5, 2016, is made by and between BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”) and _________ (“Grantee”).
WHEREAS, the Company has previously granted Grantee the restricted share unit awards set forth on Exhibit A hereto (the “RSU Awards”); and
WHEREAS , the Company and Grantee desire to amend the RSU Awards.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Company and Grantee hereby agree as follows:
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Definitions . Unless otherwise defined herein, the terms defined in each award agreement evidencing an RSU Award shall have the same defined meanings in this Amendment. |
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Amendment . Each award agreement evidencing an RSU Award is hereby amended to add the following paragraph following the vesting schedule set forth on such award agreement: |
“Notwithstanding the foregoing, if you attain Retirement Eligibility Status, then the Continuous Service requirement set forth above shall be deemed to have been met upon such attainment, and the RSUs shall continue to vest (based on their terms, including the vesting schedule above and any additional vesting provisions that may be contained in other plans of the Company and/or agreements between you and the Company) as if you had remained in Continuous Service to the Company, whether or not you remain in Continuous Service to the Company; provided, however, that such vesting shall cease if your Continuous Service is terminated for Cause. For purposes hereof, “Retirement Eligibility Status” shall mean that you (a) are age 64 or older; and (b) have been in Continuous Service to the Company for five or more years.”
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Counterparts . This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. |
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Ratification . All other provisions of each award agreement evidencing an RSU Award remain unchanged and are hereby ratified by the Company and Grantee. |
[Remainder of the page left intentionally blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first set forth above.
BIOMARIN PHARMACEUTICAL INC.
By: _____________________________
Name:
Title:
GRANTEE
_____________________________
Name:
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[list of RSU Awards]