Attached files
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8-K - FORM 8-K - K-V Pharmaceutical Co | d8k.htm |
EX-99.1 - LETTER DATED JUNE 15, 2010 - K-V Pharmaceutical Co | dex991.htm |
Exhibit 99.2
June 15, 2010
K-V Pharmaceutical Company
1 Corporate Woods Drive
Bridgeton, Missouri 63044
Attention: | Gregory Divis, Interim President and CEO | |
Janice C. Forsyth, General Counsel, Vice President and Secretary |
Dear Gregory and Janice,
This letter shall be notice of my resignation as a member of the Board of Directors (the Board) and as a member of any Board committee of K-V Pharmaceutical Company (KV or the Company). My resignation will become effective upon the earlier of (a) the Boards appointment of my replacement and (b) July 7, 2010.
Given the Boards current composition, I no longer believe that I can effectively carry out my Board responsibilities. Accordingly, I feel I am required to resign and hereby request that KV publicly disclose that my resignation is the result of a disagreement of the type described in Item 5.02(a) of Form 8-K under the Securities Exchange Act of 1934, as amended. Based on the recent actions taken at KVs Annual Meeting of the Shareholders, at which only three of the Boards seven nominees were elected, as well as other events, I have serious concerns regarding the ability of the newly-constituted Board and senior management to provide the required independent oversight of KVs business during this critical time in the Companys history.
My resignation is without prejudice to any of my rights (including indemnification, advancement of expenses, D&O insurance or exculpation) to which I may be entitled, by reason of the fact that I have been a director of KV, under the KV certificate of incorporation, the KV bylaws, any applicable insurance policy, any agreement to which I may be a party, or any applicable law.
June 15, 2010
Page 2
I wish the Company much success in the future.
Sincerely,
/s/ John Sampson |
John Sampson |
cc: | Members of the Board of Directors |