Ironwood Pharmaceuticals Inc 8-K, filed Dec 3, 2020
Ironwood Pharmaceuticals Inc (IRWD)
About this 8-K
Ironwood Pharmaceuticals Inc filed this 8-K on December 3, 2020, reporting on events of December 1, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer | |||
| of incorporation) | (Commission File Number) | Identification Number) |
| (Address of principal | ||||
| executive offices) | (Zip code) |
(
(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:
| 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(s) | Name of each exchange on which registered |
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
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 1, 2020, the Board of Directors (the “Board”) of Ironwood Pharmaceuticals, Inc. (the “Company”) voted to increase the number of directors from ten to eleven and to appoint Jay P. Shepard as a Class II director, effective December 3, 2020 (the “Effective Date”). Mr. Shepard’s term will expire at the Company’s 2021 annual meeting of stockholders. Mr. Shepard also has been appointed to the Audit Committee of the Board, effective on the Effective Date.
Consistent with the Company’s other non-employee directors, Mr. Shepard is expected to participate in the Company’s Non-employee Director Compensation Policy (the “Policy”). In connection with his appointment and pursuant to the Policy, on the Effective Date, Mr. Shepard received restricted stock awards of (i) 10,830 shares of the Company’s Class A common stock, which shares vest in full on the date immediately preceding the date of the 2021 annual meeting of the Company’s stockholders, and (ii) 24,727 shares of the Company’s Class A common stock, which shares vest in three equal installments on the first three anniversaries of the Effective Date, each restricted stock award being subject to Mr. Shepard’s continued service on the Board through the applicable vesting date. In addition, Mr. Shepard has entered into an indemnification agreement with the Company.
There is no arrangement or understanding between Mr. Shepard and any other person pursuant to which Mr. Shepard was selected as a director. Mr. Shepard is not, and has not been since January 1, 2019, a participant in any transaction involving the Company, and Mr. Shepard is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The full text of the press release issued in connection with the announcement of Mr. Shepard’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K. The terms of the Policy and the indemnification agreement referenced above are described in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2020 in connection with the Company’s 2020 annual meeting of stockholders, such descriptions being incorporated herein by reference and qualified in their entirety by the full text of the Policy and the form of indemnification agreement, which were filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2020 and Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (as amended) filed with the SEC on December 23, 2009, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||
| 99.1 | Ironwood Pharmaceuticals, Inc. Press Release dated December 3, 2020 | ||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| Ironwood Pharmaceuticals, Inc. | ||||
| Dated: December 3, 2020 | By: | /s/ Gina Consylman | ||
| Name: Gina Consylman | ||||
| Title: Senior Vice President, Chief Financial Officer | ||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Ironwood Pharmaceuticals Appoints Jay P. Shepard to Board of Directors
BOSTON, Mass., December 3, 2020 — Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) today announced the appointment of Jay P. Shepard to its Board of Directors, effective immediately. Mr. Shepard will also serve as a member of the Audit Committee. Following the appointment of Mr. Shepard, the Board is now composed of 11 directors, nine of whom are independent.
“We are excited to welcome Jay to Ironwood’s Board. Jay is a recognized leader within our industry with nearly three decades of expertise as an accomplished public company CEO and senior executive,” said Julie McHugh, chair of Ironwood’s Board. “We look forward to leveraging Jay’s deep expertise as we seek to further our mission to advance the treatment of GI diseases and redefine the standard of care for GI patients.”
Mr. Shepard commented, “I am delighted to join the Ironwood Board at such a dynamic time for the company and look forward to being a part of its future as the company continues executing on its GI-focused strategy.”
About Jay P. Shepard
Mr. Shepard was president and chief executive officer of Aravive, Inc. (formerly Versartis, Inc.), a clinical-stage oncology company, from May 2015 to January 2020, and served as a member of its board of directors from December 2013 to April 2020, including as chair of its board of directors from January 2020 to April 2020. From 2012 until May 2015, Mr. Shepard was an executive partner at Sofinnova Ventures, which he joined as an executive in residence in 2008. From 2010 to 2012, Mr. Shepard served as president and chief executive officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc. (acquired by Pfizer Inc.). From 2005 to 2007, Mr. Shepard served as president and chief executive officer and a member of the board of directors of Ilypsa, Inc. (acquired by Amgen Inc.), and then as interim chief executive officer of Relypsa, Inc. (Ilypsa’s spin-out company, which was acquired by Galencia Group) until 2008 and as a member of the Relypsa board of directors until 2010. Mr. Shepard currently serves on the board of directors of Inovio Pharmaceuticals, Inc., Esperion Therapeutics, Inc., and Craig Hospital and is chair of the board of directors for the Christopher & Dana Reeve Foundation. Mr. Shepard also served on the boards of directors of public companies, Marinus Pharmaceuticals, Inc., Durect Corporation and InterMune, Inc. (acquired by Roche Holding AG). Mr. Shepard holds a B.S. in Business Administration from the University of Arizona.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (Nasdaq: IRWD) is a GI-focused healthcare company dedicated to creating medicines that make a difference for patients living with GI diseases. We discovered, developed and are commercializing linaclotide, the U.S. branded prescription market leader for adults with irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation (CIC).
Ironwood was founded in 1998 and is headquartered in Boston, Mass. For more information, please visit our website at www.ironwoodpharma.com or www.twitter.com/ironwoodpharma; information that may be important to investors will be routinely posted in both these locations.
SOURCE: Ironwood Pharmaceuticals, Inc.
Investors and Media:
Meredith Kaya, 617-374-5082
mkaya@ironwoodpharma.com
Media:
Beth Calitri, 978-417-2031
bcalitri@ironwoodpharma.com