Form 8-K - Election of BOD Member
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2014
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QUIDEL CORPORATION (Exact name of Registrant as specified in its Charter) |
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Delaware (State or Other Jurisdiction
of Incorporation) | 0-10961 (Commission
File Number) | 94-2573850 (IRS Employer
Identification No.) |
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12544 High Bluff Drive, Suite 200 San Diego, California (Address of Principal Executive Offices) | 92130 (Zip Code) |
Registrant's telephone number, including area code: (858) 552-1100 |
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| 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 (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 November 17, 2014, the Board of Directors of Quidel Corporation (the “Company”) increased the size of the Company’s Board of Directors from seven to eight members pursuant to the Company’s Bylaws and appointed Kenneth J. Widder, M.D. to the Board effective as of November 17, 2014 to fill the vacancy. Dr. Widder has not yet been appointed to serve on any Board committees, although in the future he may be appointed to serve on one or more committees.
As a non-employee director, Dr. Widder will be compensated on the same basis as all other non-employee directors of the Company. Accordingly, Dr. Widder will receive a pro rata portion of a $40,150 annual retainer for his service on the Board and upon his appointment received an initial grant of 157 time-based restricted stock units and 3,333 non-qualified stock options, which reflects a pro rata portion of the annual grants made to non-employee directors in 2014 under the Company’s Amended and Restated 2010 Equity Incentive Plan.
There is no arrangement or understanding between Dr. Widder and any other person pursuant to which he was selected as a director. Dr. Widder has entered into the standard Company director indemnification agreement.
The Company issued a press release announcing the appointment of Dr. Widder on November 18, 2014. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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| The following exhibit is furnished with this current report on Form 8-K: | |
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| Exhibit Number | Description of Exhibit |
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| 99.1 | Press release, dated November 18, 2014.
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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.
Date: November 19, 2014
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QUIDEL CORPORATION |
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By: | /s/ Robert J. Bujarski | |
Name: | Robert J. Bujarski
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Its: | SVP, Business Development & General Counsel
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EXHIBIT INDEX
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Exhibit Number | Description of Exhibit |
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99.1 | Press release, dated November 18, 2014.
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