SECURITIES AND EXCHANGE COMMISSION
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):
September 7, 2018
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
11388 Sorrento Valley Road, San Diego, California
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
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.
(d) On September 7, 2018, Bernadette M. Connaughton was elected to the Board of Directors Halozyme Therapeutics, Inc. (the “Company”). Ms. Connaughton was elected to the class of directors with terms ending at the Company’s annual meeting of stockholders in 2020. The Board of Directors will consider Ms. Connaughton’s assignment to one or more Board committees when it reviews committee assignments in 2019. Ms. Connaughton will receive compensation for her services (currently consisting of cash retainers for Board and committee service and restricted stock awards) under our director compensation program applicable to all non-employee directors. The components of the non-employee director compensation program were described in our proxy statement for the 2018 Annual Meeting of Stockholders held on May 2, 2018. Under the terms of the non-employee director compensation program, Ms. Connaughton was granted a restricted stock award of 5,781 shares of the Company’s common stock, representing a pro rata portion of the value of a restricted stock grant for a full year of service on the Board of Directors.
There are no arrangements or understandings pursuant to which Ms. Connaughton was elected as a director and there are no related person transactions between the Company and Ms. Connaughton.
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.
HALOZYME THERAPEUTICS, INC.
September 10, 2018
/s/ Harry J. Leonhardt, Esq.
Harry J. Leonhardt, Esq.
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary