UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 26, 2012

 

 

OREXIGEN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33415   65-1178822

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3344 N. Torrey Pines Ct., Suite 200,

La Jolla, CA

  92037
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 875-8600

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 April 26, 2012, each of Joseph S. Lacob, Michael F. Powell, Ph.D. and Daniel K. Turner III resigned from the board of directors (the “Board”) of Orexigen Therapeutics, Inc. (“Orexigen” or the “Company”). In addition, Dr. Powell resigned from his position as member of the nominating/corporate governance committee and Mr. Turner resigned from his position as chairman of the audit committee and member of the compensation committee. Each of Mr. Lacob, Dr. Powell and Mr. Turner’s decision to resign did not result from any disagreement with Orexigen concerning any matter relating to its operations, policies or practices. Instead, these decisions arose out of the evolution of Orexigen from an early stage venture capital financed firm into a publicly owned company with late stage assets.

On April 26, 2012, pursuant to Company’s bylaws, the Board voted to (1) decrease the size of the Board from ten to eight members and (2) appoint Lota S. Zoth to the Board to fill the vacancy created by the resignations described above. Ms. Zoth was appointed as a Class III director, with an initial term expiring at the Company’s 2013 annual meeting of stockholders. This appointment by the Board was based on the recommendation of its nominating/corporate governance committee. Ms. Zoth has been determined by the Board to be independent within the meaning of the independent director standards of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc. In addition, Ms. Zoth was appointed to serve as chairman of the audit committee and the audit committee financial expert.

In connection with Ms. Zoth’s appointment to the Board, she will be entitled to receive compensation consistent with that of the Company’s other non-employee directors, Ms. Zoth has been granted an option to purchase 35,000 shares of the Company’s common stock and cash compensation in the amount of $35,000 per year for her service as a director. In addition, Ms. Zoth will receive cash compensation in the amount of $15,000 per year for her service as chairman of the audit committee.

There are no arrangements or understandings between Ms. Zoth and any other person pursuant to which she was selected to serve on the Board. There are no transactions in which the Company is a party and in which Ms. Zoth has a material interest subject to disclosure under Item 404(a) of Regulation S-K.


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.

 

    OREXIGEN THERAPEUTICS, INC.

Date: April 27, 2012

   

By: /s/ Joseph P. Hagan

    Name: Joseph P. Hagan
    Title: Chief Business Officer