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EX-99.1 - EX-99.1 - KYTHERA BIOPHARMACEUTICALS INC | a13-20840_1ex99d1.htm |
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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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September 17, 2013 |
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Date of Report (date of earliest event reported) |
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KYTHERA BIOPHARMACEUTICALS, INC. |
(Exact name of Registrant as specified in its charter) |
Delaware |
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001-35663 |
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03-0552903 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
incorporation or organization) |
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Identification Number) |
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27200 West Agoura Road, |
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(Address of principal executive offices) |
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(818) 587-4500 |
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(Registrants telephone number, including area code) |
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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 (see General Instruction A.2. below):
£ 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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Appointment of F. Michael Ball to Board of Directors
On September 17, 2013, the Board of Directors (the Board) of KYTHERA Biopharmaceuticals, Inc. (KYTHERA or the Company) appointed F. Michael Ball, effective immediately, to serve as a director of the Company until the Companys 2014 Annual Meeting of Stockholders, filling a current vacancy. Mr. Ball was also elected to serve on the compensation committee of the Board.
In connection with Mr. Balls appointment to the Board, he was granted an option to purchase 18,000 shares of the Companys common stock (the Initial Grant), with an exercise price of $41.95 per share, the closing price of the Companys common stock on September 17, 2013, the date of grant. The Initial Grant vests in equal monthly installments over three years, subject to continued service on the Companys Board through each vesting date. For the remainder of 2013, Mr. Ball will also receive cash compensation pursuant to the Companys Non-Employee Director Compensation Program in the aggregate amount of $35,000 per annum, pro-rated for his service in 2013. The Company also intends to enter into its standard form of indemnification agreement with Mr. Ball. Beginning in 2014, Mr. Ball will be eligible to participate in the Companys amended Non-Employee Director Compensation Program, described below.
A copy of the press release announcing the appointment of Mr. Ball as a member of the Board is filed as Exhibit 99.1 to this Current Report.
Amendment to Non-Employee Director Compensation Program
On September 17, 2013, the Board also approved certain changes to the Companys Non-Employee Director Compensation Program (as amended, the Director Compensation Plan). Effective immediately, new directors to the Board shall receive an option to purchase 18,000 shares of the Companys common stock upon initial election or appointment to the Board, with a per share exercise price equal to the per share fair market value of the Company common stock on the date of grant, vesting on a monthly basis over three years. In addition, effective January 1, 2014, the Director Compensation Plan shall also provide for the following:
· Non-employee directors shall be eligible to receive an annual retainer of $40,000. The Lead Independent Director shall be eligible to receive an additional annual retainer of $20,000.
· The chair of the audit committee shall be eligible to receive a committee fee of $18,000 and non-chair members of the audit committee shall be eligible to receive a committee fee of $9,000.
· The chair of the compensation committee shall be eligible to receive a committee fee of $12,000 and non-chair members of the compensation committee shall be eligible to receive a committee fee of $6,000.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K.
(d) Exhibits
Exhibit Number |
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Description |
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99.1 |
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Press Release dated September 19, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KYTHERA BIOPHARMACEUTICALS, INC. | |
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Date: September 19, 2013 |
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By: |
/s/ Keith R. Leonard, Jr. |
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Name: Keith R. Leonard, Jr. |
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Title: President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit Number |
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Description |
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99.1 |
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Press Release dated September 19, 2013. |