Results

Pacira Biosciences Inc.

06/13/2025 | Press release | Distributed by Public on 06/13/2025 14:26

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2025, Pacira BioSciences, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") in Parsippany, New Jersey and via live webcast online at www.cesonlineservices.com/pcrx25_vm, at which the Company's stockholders approved the Amended and Restated 2011 Stock Incentive Plan (the "A&R 2011 Plan"). The A&R 2011 Plan was amended primarily to increase the number of shares of common stock authorized for grant by 2,500,000 newly reserved shares. The A&R 2011 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the A&R 2011 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025 (the "Proxy Statement"). The summaries of the A&R 2011 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the A&R 2011 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2025, the Company held the Annual Meeting in Parsippany, New Jersey and via live webcast online at www.cesonlineservices.com/pcrx25_vm. As of April 17, 2025, the record date for the Annual Meeting, 46,290,830 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted on at the Annual Meeting is as follows:
Proposal 1 - Election of three Class II directors to hold office until the 2028 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.
Nominee: For Withhold Broker Non-Votes
Marcelo Bigal 33,364,221 4,017,587 8,909,022
Frank D. Lee 32,858,858 4,522,950 8,909,022
Alethia Young 28,757,450 8,624,358 8,909,022
Proposal 2 - Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
For Against Abstain
40,022,569 352,947 20,917
Proposal 3 - Advisory vote to approve the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes
14,752,829 22,595,202 33,777 8,909,022
Proposal 4 - Advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company's named executive officers.
One Year Two Years Three Years Abstain Broker Non-Votes
35,312,982 10,044 2,038,514 20,268 8,909,022
Based on these results and good corporate governance, the Company's board of directors (the "Board") has determined to hold an advisory vote to approve the compensation of the Company's named executive officers every year until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
Proposal 5 - Approval of the Company's Amended and Restated 2011 Stock Incentive Plan.
For Against Abstain Broker Non-Votes
22,043,902 15,317,588 20,318 8,909,022
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