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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2021, the Board of Directors (the “Board”) of BioMarin Pharmaceutical Inc. (the “Company”) increased the size of the Board from ten to eleven members and appointed Mark J. Alles to the Board and to the Audit Committee of the Board, to be effective January 1, 2022. The increase in the size of the Board and the appointment of Mr. Alles were subject to certain conditions, which were deemed satisfied on December 10, 2021.
As an independent director, Mr. Alles is entitled to receive the standard director fees paid to the Company’s independent directors and retainer fees paid to members of any Board committees on which he may sit, as described in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement), filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021.
In connection with his appointment to the Board, on January 1, 2022, Mr. Alles will be granted a number of restricted stock units (the “RSU Grant”) pursuant to the Company’s 2017 Equity Incentive Plan, as amended, representing a pro rata share of the 2021 annual award of $400,000 for independent directors as described in the Proxy Statement. The shares of common stock subject to the RSU Grant will vest on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders, the same vesting date for the 2021 annual award for all other independent directors.
The Company also intends to enter into an indemnification agreement with Mr. Alles in the same form as the Company’s standard form indemnification agreement with its other directors, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2016.
Mr. Alles was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Alles has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
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 thereunto duly authorized.
| BioMarin Pharmaceutical Inc., a Delaware corporation | ||||||
| Date: December 15, 2021 | By: | /s/ G. Eric Davis | ||||
| G. Eric Davis Executive Vice President, General Counsel | ||||||