2020.07.29 8-K Christine Smith Appointment
false0001593034 0001593034 2020-07-29 2020-07-29


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): July 29, 2020
_______________________________
Endo International plc
(Exact Name of Registrant as Specified in Its Charter)
_______________________________
Ireland
001-36326
68-0683755
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
First Floor, Minerva House, Simmonscourt Road
 
Ballsbridge, Dublin 4,
Ireland
Not Applicable
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code 011-353-1-268-2000
Not Applicable
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:
    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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Ordinary shares, nominal value $0.0001 per share
ENDP
The Nasdaq Global Select Market
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).
    Emerging growth company
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
On July 29, 2020, Endo International plc (the “Company”) appointed M. Christine Smith, Ph.D., as a member of the Company’s Board of Directors (the “Board”), effective as of July 29, 2020. Dr. Smith will be a member of the Board’s Compensation Committee and its Nominating & Governance Committee.
Dr. Smith will be compensated pursuant to the Company’s standard non-employee director compensation policy in effect from time to time. Pursuant to the Company’s current standard policy regarding non-employee director compensation, a director is generally entitled to receive the following compensation in June of each year for services from January 1st through December 31st: (1) an annual cash Board retainer of $175,000, (2) annual cash committee retainers of $15,000 for each committee and (3) an annual equity retainer valued at $175,000, which generally consists of ordinary shares but may, in acknowledgment of the Company’s share utilization priorities and applicable plan limits, be partially or fully paid in cash at the discretion of the Board's Compensation Committee.
In connection with her appointment, Dr. Smith will receive prorated compensation including: (1) a cash Board retainer of approximately $74,590, (2) annual cash committee retainers totaling approximately $12,787 for her anticipated service on the Compensation Committee and the Nominating & Governance Committee and (3) an annual equity retainer valued at approximately $74,590, of which half will be paid in ordinary shares and half will be paid in cash.
There are no arrangements or understandings pursuant to which Dr. Smith was selected as a director of the Company. Dr. Smith does not have any relationship or related transactions with the Company that would require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.
Dr. Smith served as the Global Vice President for Inclusion and Diversity at Apple from 2017 to 2020. In 2017, prior to joining Apple, Dr. Smith served as interim head of human resources at Grail, a start-up cancer detection company, where she was responsible for creating the human resources function and accelerating talent acquisition and growth. From 2001 to 2017, Dr. Smith held various leadership roles within Deloitte, including Regional Managing Partner and head of the human capital and life sciences practices. Between 2010 and 2017, she was a member of Deloitte’s executive leadership team, responsible for defining and implementing the firm’s strategy and business, operations and international expansion plans for both industry sectors through a period of accelerated growth and expansion within the BRIC countries and the EMEA region. Dr. Smith holds a Bachelor of Arts from Loyola College in Baltimore, a Masters in Social Work from Rutgers University and a Doctorate from New York University. Dr. Smith’s qualifications to serve on the Endo Board of Directors include, among others, her extensive knowledge of the life sciences industry and significant strategy development, leadership, data and analytics, and mergers and acquisitions experience.
Item 7.01. Regulation FD
On July 29, 2020, the Company issued a press release announcing the appointment of Dr. Smith. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)    Exhibits.
Number
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE
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.

 
 
ENDO INTERNATIONAL PLC
 
 
By:
/s/ Matthew J. Maletta
Name:
Matthew J. Maletta
Title:
Executive Vice President, Chief Legal Officer and Company Secretary
Dated: July 29, 2020


Exhibit 99.1 - Christine Smith Appointment


Exhibit 99.1


Endo Appoints M. Christine Smith, Ph.D. to Board of Directors  


DUBLIN, July 29, 2020 -- Endo International plc (NASDAQ: ENDP) today announced that its Board of Directors has appointed Christie Smith, Ph.D. to serve as a non-executive director, effective July 29, 2020. Most recently, Dr. Smith served as the Global Vice President for Inclusion and Diversity at Apple. Dr. Smith has also been appointed to Endo’s Compensation and Nominating & Governance Committees and becomes the seventh independent director on Endo’s nine member Board.
“We are pleased to welcome Dr. Smith, a highly respected executive leader, to the Endo Board of Directors,” said Paul Campanelli, Endo’s Chairman of the Board. “She has a solid background in the life sciences industry as well as significant human capital, strategy development, leadership, and data and analytics experience. We look forward to Dr. Smith’s contributions in support of Endo’s goal to develop and deliver life-enhancing products.”
Blaise Coleman, President and Chief Executive Officer of Endo added, “Dr. Smith’s areas of expertise and impressive background, including extensive diversity, equality and inclusion experience, will enable her to make a significant contribution to Endo’s future success.”
Dr. Smith served as the Global Vice President for Inclusion and Diversity at Apple from 2017 to 2020. In 2017, prior to joining Apple, Dr. Smith served as interim head of human resources at Grail, a start-up cancer detection company, where she was responsible for creating the human resources function and accelerating talent acquisition and growth. From 2001 to 2017, Dr. Smith held various leadership roles within Deloitte, including Regional Managing Partner and head of the human capital and life sciences practices. Between 2010 and 2017, she was a member of Deloitte’s executive leadership team, responsible for defining and implementing the firm’s strategy and business, operations and international expansion plans for both industry sectors through a period of accelerated growth and expansion within the BRIC countries and the EMEA region.
Dr. Smith holds a Bachelor of Arts from Loyola College in Baltimore, a Masters in Social Work from Rutgers University and a Doctorate from New York University.






About Endo International plc
Endo International plc (NASDAQ: ENDP) is a highly focused specialty branded and generics pharmaceutical company delivering quality medicines to patients in need through excellence in development, manufacturing and commercialization. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the relevant Canadian securities legislation, including, but not limited to, the statements by Mr. Campanelli and Mr. Coleman other statements regarding changes to the Board of Directors. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect Endo's current views, expectations and beliefs concerning future events, they involve risks and uncertainties. Although Endo believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, readers should not place undue reliance on them, or any other forward-looking statements or information in this news release. Investors should note that many factors, as more fully described in the documents filed by Endo with the Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval, including under the caption "Risk Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings, and as otherwise enumerated herein or therein, could affect Endo's future results and could cause Endo's actual results to differ materially from those expressed in forward-looking statements contained in this communication. The forward-looking statements in this press release are qualified by these risk factors. Endo assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

SOURCE Endo International plc
Media: Heather Zoumas-Lubeski, (484) 216-6829; media.relations@endo.com
Investors: Pravesh Khandelwal, (845)-364-4833; relations.investor@endo.com

#####



v3.20.2
Document and Entity Information
Jul. 29, 2020
Cover page.  
Document Type 8-K
Document Period End Date Jul. 29, 2020
Entity Registrant Name Endo International plc
Entity Central Index Key 0001593034
Amendment Flag false
Entity Incorporation, State or Country Code L2
Entity File Number 001-36326
Entity Tax Identification Number 68-0683755
Entity Address, Address Line One First Floor, Minerva House, Simmonscourt Road
Entity Address, City or Town Ballsbridge, Dublin 4,
Entity Address, Country IE
Entity Address, Postal Zip Code Not Applicable
City Area Code 353
Local Phone Number 1-268-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary shares, nominal value $0.0001 per share
Trading Symbol ENDP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false