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
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(888 ) 969-7879
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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.
(d)
Director Appointment
On April 8, 2020, the Board of Directors (the “Board”) of Retrophin, Inc. (the “Company”) approved the appointment of Suzanne Bruhn, Ph.D. to serve as a director of the Company, effective immediately. Dr. Bruhn has also been appointed as a member of the Science and Medical Technology (“S&T”) Committee of the Board.
In accordance with the Company’s non-employee director compensation program which has recently been updated, upon her appointment as a director, Dr. Bruhn received a nonqualified stock option to purchase 15,750 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of grant, and a restricted stock unit covering 5,250 shares of the Company’s common stock, each of which will vest and become exercisable over a three year period following the date of grant. Additionally, Dr. Bruhn will be entitled to receive a $50,000 annual retainer for her service as a director and an additional committee retainer of $5,000 per year for her service as a member of the S&T Committee.
At each annual meeting of stockholders following which Dr. Bruhn's term as a director continues, starting with the Company’s 2021 annual meeting of stockholders, Dr. Bruhn will be entitled to receive a nonqualified stock option to purchase 9,000 shares of the Company’s common stock, and a restricted stock unit covering 3,000 shares of the Company’s common stock, each of which will vest and become exercisable on the one year anniversary of the date of grant. The Company is not aware of any transaction involving Dr. Bruhn requiring disclosure under Item 404(a) of Regulation S-K.
ITEM 9.01 Financial Statements and Exhibits.
(d)
Exhibit Number | Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
RETROPHIN, INC. | ||||||||
Dated: April 9, 2020 | By: | /s/ Elizabeth E. Reed | ||||||
Name: | Elizabeth E. Reed | |||||||
Title: | Senior Vice President, General Counsel and Secretary | |||||||