8-K
GLAUKOS Corp (GKOS)
**
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): February 26, 2021
Glaukos Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-37463 | 33-0945406 | ||
|---|---|---|---|---|
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 229 Avenida Fabricante San Clemente , California | **** | 92672 |
|---|---|---|
| | | |
| (Address of principal executive offices) | **** | (Zip Code) |
Registrant’s telephone number, including area code: ( 949 ) 367-9600
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | **** | Trading Symbol | **** | Name of each exchange on which registered: |
|---|---|---|---|---|
| Common Stock | | GKOS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
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.
On February 26, 2021, the Board of Directors (the “Board”) of Glaukos Corporation (the “Company”), upon the recommendation of the Compensation, Nominating and Governance Committee (the “Compensation Committee”) of the Board, appointed Dr. Leana S. Wen and Denice M. Torres to serve on the Board of the Company effective March 1, 2021. Dr. Wen was appointed as a Class III director to serve on the Board until the Company’s Annual Meeting of Stockholders in 2021. Ms. Torres was appointed as a Class II director to serve until the Company’s Annual Meeting of Stockholders in 2023. In connection with the appointment of Dr. Wen and Ms. Torres, the Board increased the size of the Board to nine directors. The Board has determined that each of Dr. Wen and Ms. Torres are independent under applicable rules of the New York Stock Exchange, resulting in eight of the Board’s nine directors being independent. The Board currently expects that Dr. Wen and Ms. Torres will be appointed to serve on committees of the Board, although the committees upon which each director will serve has not yet been determined. There are no arrangements or understandings between either Dr. Wen nor Ms. Torres and any other person pursuant to which such director was appointed to serve on the Board. Additionally, neither Dr. Wen nor Ms. Torres has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Each of Dr. Wen and Ms. Torres will receive compensation for her service as director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2020. In accordance with the Company’s customary practice, the Company will also enter into its standard form of indemnity agreement with each of Dr. Wen and Ms. Torres, which agreement is filed as Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on May 12, 2015.
Item 7.01. Regulation FD Disclosure.
On March 1, 2021, the Company issued a press release announcing the appointment of Dr. Wen and Ms. Torres to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | Press Release of Glaukos Corporation, dated March 1, 2021. | |
| | | |
| 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.
| GLAUKOS CORPORATION<br>(Registrant) | ||
|---|---|---|
| | | |
| By: | /s/ Joseph E. Gilliam | |
| Name: Joseph E. Gilliam | ||
| Title: Chief Financial Officer and Senior Vice President, Corporate Development |
Date: March 1, 2021
FOR IMMEDIATE RELEASE
Media Contact:
Cassandra Dump
(619) 971-1887
Cassy@pascalecommunications.com
Investor Contact:
Chris Lewis
Director, Investor Relations & Corporate Strategy & Development
(949) 481-0510
clewis@glaukos.com
Glaukos Appoints Denice Torres and Dr. Leana Wen to its Board of Directors
San Clemente, CA – March 1, 2021 – Glaukos Corporation (NYSE: GKOS), an ophthalmic medical technology and pharmaceutical company focused on novel therapies for the treatment of glaucoma, corneal disorders and retinal diseases, today announced the appointment of Denice Torres and Dr. Leana Wen to its Board of Directors, effective today. With the addition of these two directors, Glaukos’ Board of Directors will be comprised of nine directors, eight of whom are independent.
“We are delighted and honored to welcome these highly accomplished professionals to the Glaukos Board. Each of these extraordinary women brings a wealth of relevant experience, perspective, leadership and wisdom that will greatly enhance our Board and be invaluable to our growing global organization,” said Thomas Burns, Glaukos president and chief executive officer. “With more than 25 years of management experience in pharmaceuticals, medical devices and consumer healthcare, Denice is a highly accomplished executive who has led significant, successful business transformations. As a practicing emergency physician and former Baltimore Health Commissioner, Leana is a sought-after and trusted expert on a range of health policy and public health issues. I believe both women will play integral roles in Glaukos’ future and look forward to their insights, guidance and counsel as we advance our mission to transform the treatment of chronic eye disease for the benefit of patients worldwide.”
Ms. Torres is currently chief executive officer of The Ignited Company, a Pennsylvania-based consulting firm she founded in 2017. From 2005 to 2017, she served in various senior leadership roles at Johnson & Johnson (J&J). From 2015 to 2017, she was chief strategy and transformation officer for J&J’s global medical device business, a $25 billion business with more than 50,000 employees. From 2011 to 2015, she was president of J&J McNeil Consumer Healthcare, where she led the recovery of OTC brands, including the iconic Tylenol portfolio, by transforming business operations, manufacturing, quality systems and commercialization approaches, and creating high levels of employee engagement across all functions of the business. From 2009 to 2011, she served as president of J&J Janssen Pharmaceuticals, Neuroscience. Ms. Torres was the sole recipient of the prestigious J&J HONOR award in 2016 for her work in diversity and inclusion, and she was named
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the 2015 Woman of the Year by the Healthcare Businesswomen’s Association. Before joining J&J, Ms. Torres built a successful, 14-year career at Eli Lilly and Company, where she focused on marketing and business unit management. In 2020, Ms. Torres joined the boards of venture-backed National Resilience, as well as public companies Karuna Therapeutics and Bluebird Bio. She is also the founder of The Mentoring Place, a nonprofit organization offering free executive mentoring to help women achieve their careers goals. Ms. Torres holds a B.S. in Psychology from Ball State University, a J.D. from Indiana University and an MBA from the University of Michigan. She is a member of the Michigan Bar Association.
Dr. Wen is an emergency physician and visiting professor of health policy and management at the George Washington University School of Public Health. She is also a contributing columnist for The Washington Post, writing on health policy and public health, and an on-air commentator for CNN as a medical analyst. From 2015 to 2018, she was the health commissioner for the city of Baltimore, where she led the nation’s oldest continuously operating health department to combat the opioid epidemic and improve maternal and child health. From 2013 to 2015, Dr. Wen served as director of patient-centered care research in the department of emergency medicine at George Washington University, and authored a critically-acclaimed book on patient advocacy. She has extensive experience on boards in nonprofit and governmental sectors and with venture-backed health innovation companies, and is currently on the board of the Bipartisan Policy Center and the Baltimore Community Foundation, and the advisory board of the Behavioral Health Group. She has also been a global health fellow at the World Health Organization, a consultant with the China Medical Board, the president of Planned Parenthood and a nonresident senior fellow at the Brookings Institution. Dr. Wen’s work has been recognized by numerous professional organizations, including as one of Modern Healthcare’s Top 50 Physician-Executives, and, in 2019, she was named one of TIME magazine’s 100 Most Influential People. She holds a B.S. from California State University, Los Angeles, an M.D. from Washington University School of Medicine and two M.Sc.s from the University of Oxford, where she was a Rhodes Scholar. She completed her residency training at Brigham & Women’s Hospital and Massachusetts General Hospital, where she was a clinical fellow at Harvard Medical School.
About Glaukos
Glaukos (www.glaukos.com) is an ophthalmic medical technology and pharmaceutical company focused on novel therapies for the treatment of glaucoma, corneal disorders and retinal diseases. The company pioneered Micro-Invasive Glaucoma Surgery, or MIGS, to revolutionize the traditional glaucoma treatment and management paradigm. Glaukos launched the iStent^®^, its first MIGS device, in the United States in 2012, its next-generation iStent inject^®^ device in the United States in 2018, and most recently, the iStent inject W device in 2020. In corneal health, Glaukos’ proprietary suite of single-use, bio-activated pharmaceuticals are designed to strengthen, stabilize and reshape the cornea through a process called corneal collagen cross-linking to treat corneal ectatic disorders and correct refractive conditions. Glaukos is leveraging its platform technology to build a comprehensive and proprietary portfolio of micro-scale surgical and pharmaceutical therapies in glaucoma, corneal health and retinal disease.
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