SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported): August 4, 2022
Amphastar Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of
(Commission File Number)
(IRS Employer Identification
11570 6th Street
Rancho Cucamonga, California
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (909) 980-9484
(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
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
The Nasdaq Stock Market LLC
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 August 4, 2022, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), approved an increase to the authorized number of directors permitted to serve on the Board from eight (8) to ten (10) directors and appointed each of William J. Peters, the Company’s Chief Financial Officer, Executive Vice President of Finance, and Treasurer, and Jacob Liawatidewi, the Company’s Executive Vice President of Corporate Administration Center, and Sales and Marketing (together with Mr. Peters, the “New Directors”), to serve as Class I directors, to hold office until the Company’s 2023 annual meeting of stockholders and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal, effective immediately. The Board also determined that Diane G. Gerst does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director that, including Ms. Gerst, six of the Company’s current directors are independent of within the meaning of the listing standards of the Nasdaq Stock Market LLC.
No changes have been made to the existing compensatory arrangements between the Company and the New Directors. The Company previously reported in its Proxy Statement on Form DEF 14A filed on April 14, 2022, information regarding the New Directors required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K, and such information is hereby incorporated by reference into this Current Report on Form 8-K.
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: August 9, 2022
/S/WILLIAM J. PETERS
William J. Peters
Chief Financial Officer, Executive Vice President and Treasurer