SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2020, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”) approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan (the “Plan”) to provide that at least 95% of the shares awarded under the Plan will be subject to a minimum vesting requirement of at least one year.
Item 8.01. Other Events.
Adoption of Stock Ownership Guidelines
On November 3, 2020, the Board adopted Stock Ownership Guidelines (the “Guidelines”) introducing requirements relating to the ownership of the Company’s common stock by executive officers and non-employee directors. The stock ownership requirements provide that the Company’s Chief Executive Officer will be required to hold shares valued at three times his or her annual base salary, other executive officers will be required to hold shares valued at one times their annual base salary, and non-employee directors are expected to hold shares valued at three times their annual base cash retainer for Board service. The applicable levels of ownership are required to be achieved by current executive officers, and expected to be achieved by non-employee directors, within five years of the date of the Guideline’s adoption.
Adoption of Clawback Policy
On November 3, 2020, the Board adopted a Clawback Policy that allows the Company to recover erroneously awarded cash-based incentive compensation from an executive officer in the case a restatement of the Company’s financial statements that was determined by the Compensation Committee of the Board to be caused by gross negligence, intentional misconduct or fraud of such executive officer.
Item 9.01.Financial Statements and Exhibits.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
AMPHASTAR PHARMACEUTICALS, INC.
Date: November 6, 2020
/S/WILLIAM J. PETERS
William J. Peters
Chief Financial Officer and Senior Vice President