PCRX Pacira BioSciences

Filed: 11 Jun 21, 4:21pm





Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 8, 2021



(Exact name of registrant as specified in its charter)


Delaware 001-35060 51-0619477
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)


5 Sylvan Way, Suite 300, Parsippany, New Jersey 07054

(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 


Name of each exchange on which

Common Stock, par value $0.001 per share PCRX Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §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 June 8, 2021, Pacira BioSciences, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast, 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 to increase the number of shares of common stock authorized for grant by 1,500,000 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 22, 2021 (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 8, 2021, the Company held the Annual Meeting as a virtual meeting online via live audio webcast. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:


Proposal No. 1 — Election of three Class I directors to hold office until the 2024 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


Nominee: For  Withheld  Broker Non-
Laura Brege  37,811,917   1,498,274   2,222,443 
Mark Froimson  39,035,093   275,098   2,222,443 
Mark Kronenfeld  38,817,454   492,737   2,222,443 


Proposal No. 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.


For  Against  Abstain 
 41,497,945   18,455   16,234 


Proposal No. 3 — Advisory vote to approve the compensation of the Company’s named executive officers.


For  Against  Abstain  Broker Non-
 35,140,873   4,152,964   16,354   2,222,443 



Proposal No. 4 — Approval of the Amended and Restated 2011 Stock Incentive Plan.

For  Against  Abstain  Broker Non-
 23,619,009   15,568,879   122,303   2,222,443 


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


10.1 Amended and Restated 2011 Stock Incentive Plan.
104 Cover Page Interactive Data File (Formatted as Inline XBRL).







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.


Date: June 11, 2021By:/s/ Kristen Williams
  Kristen Williams
  Chief Administrative Officer and Secretary