Business Context and Reporting Period
This Form 8-K Current Report was filed by Imprimis Pharmaceuticals, Inc. (not Harrow, Inc.) on September 2, 2015, reporting events occurring on September 1, 2015. The filing addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on personnel and governance matters.
Material Changes
- Board Expansion: The Board of Directors increased its size from five (5) to six (6) members.
- New Director Appointment: Anthony J. Principi was appointed to fill the newly created vacant seat, effective September 1, 2015.
- Independence: The Board determined Mr. Principi is independent under NASDAQ Capital Market listing standards.
Compensation and Governance Details
In connection with his appointment, Mr. Principi received the following compensatory arrangements:
- Restricted Stock Units (RSUs): An award of 4,573 RSUs with an aggregate value of approximately $34,932. These vest in equal quarterly installments over one year, contingent on continuous service. Issuance is deferred until the director resigns or terminates service.
- Cash Compensation: A cash retainer fee of $40,000 per year, consistent with the company's program for non-employee directors effective since January 1, 2014.
- Indemnification: The company entered into a standard indemnification agreement covering specified expenses and liabilities, excluding willful misconduct or fraudulent conduct.
Mr. Principi's background includes serving as CEO of The Principi Group, LLC, former Senior Vice President of Government Relations at Pfizer, Inc., and former Secretary of the U.S. Department of Veterans Affairs.
Investor Verification Checklist
- Verify the exact vesting schedule and deferral terms of the 4,573 RSUs granted to Mr. Principi.
- Confirm the specific committee assignments for Mr. Principi once finalized by the Board.
- Review the full text of the indemnification agreement filed as Exhibit 10.8 to the September 21, 2007 Form 8-K.
- Check for any subsequent filings regarding the finalization of Mr. Principi's committee roles.