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
Date of report (Date of earliest event reported): December 1, 2015
RADIUS HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35726 |
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80-0145732 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
950 Winter Street
Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
(617) 551-4000
(Registrants telephone number, include area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2015, the Board of Directors (the Board) of Radius Health, Inc. (the Company) increased the size of the Board from nine to ten directors, and elected Jean-Pierre Garnier as a Class II director of the Company. Mr. Garnier has been appointed to serve on the Compensation Committee of the Board (the Compensation Committee) and as the Chair of the Compensation Committee.
Mr. Garnier will participate in the Companys standard compensation program for non-employee directors, including an annual retainer of $35,000, an annual retainer for service as Chair of the Compensation Committee of $10,000 and an initial award of an option to purchase 30,000 shares of the Companys common stock (the Initial Award). The Initial Award has an exercise price equal to $56.80, the closing price per share of the Companys common stock on the date of grant, and will vest and become exercisable in equal installments on each of the first four anniversaries of the date of grant, subject to continued service on the Board through each such vesting date. Mr. Garnier has also entered into the Companys standard indemnification agreement for directors and officers.
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.
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RADIUS HEALTH, INC. | |
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Date: December 7, 2015 |
By: |
/s/ B. Nicholas Harvey |
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B. Nicholas Harvey |
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Chief Financial Officer |