Current Report Filing (8-k)
07 Juni 2016 - 12:17PM
Edgar (US Regulatory)
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): June 2, 2016
ARDELYX, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36485
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26-1303944
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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34175 Ardenwood Blvd., Suite 200
Fremont, CA 94555
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (510) 745-1700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
On June 2, 2016, Ardelyx, Inc. (the Company) appointed Robert Bazemore as a
member of its board of directors (the Board), effective immediately, to serve in Class III until the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or
removal. In connection with Mr. Bazemores appointment, the Board increased the authorized number of members of the Board from six to seven members. Following Mr. Bazemores appointment, Class III consists of Gordon Ringold,
Ph.D., Richard Rodgers, and Mr. Bazemore.
Mr. Bazemore was also appointed to serve as a member of the Compensation Committee of the Board (the
Compensation Committee). Following Mr. Bazemores appointment, the Compensation Committee consists of David Mott, as chairman, Dr. Ringold, Mr. Rodgers, and Mr. Bazemore.
The Board has determined that Mr. Bazemore is independent as defined in Listing Rule 5605 of The NASDAQ Stock Market LLC for purposes of serving on the
Board and Compensation Committee.
Pursuant to the Companys compensation program for its non-employee directors (the Director Compensation
Program), Mr. Bazemore received an option to purchase 25,000 shares of the Companys common stock. Mr. Bazemores options have a per share exercise price of $9.27, which was the last reported sale price of the
Companys common stock on the June 2, 2016 grant date, and the option vests over three years in substantially equal installments on each monthly anniversary of the grant date so long as Mr. Bazemore remains on the Board through each
such vesting date. In addition, Mr. Bazemore will be entitled to receive annual cash retainers in the amount of $35,000 per year for his service on our Board and $7,500 per year for his service on our Compensation Committee and any other
compensation provided pursuant to the Director Compensation Program.
The Company intends to enter into its standard form of indemnification agreement
with Mr. Bazemore.
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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Date: June 6, 2016
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ARDELYX, INC.
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By:
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/s/ Mark Kaufmann
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Mark Kaufmann
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Chief Financial Officer
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