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): March 31, 2016
XENOPORT, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-51329 | | 94-3330837 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3410 Central Expressway
Santa Clara, California 95051
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 616-7200
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)) |
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2016, Paul L. Berns, a director of XenoPort, Inc. (the “Company”), informed the Company of his decision to not stand for re-election as a Class 2 director at the Company’s 2016 annual meeting of stockholders, due to Mr. Berns’ desire to reduce his professional responsibilities related to serving on a number of public company boards. Mr. Berns indicated that his decision to not stand for re-election was not a result of any disagreement with XenoPort on any matter relating to its operations, policies or practices. Mr. Berns will resign as a director of the Company effective upon the expiration of the current Class 2 term at the 2016 annual meeting of stockholders.
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.
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| | | XENOPORT, INC. |
| | (Registrant) |
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| Dated: April 1, 2016 | | By: | | /s/ Thomas P. McCracken |
| | | | Thomas P. McCracken |
| | | | Secretary |
