UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 7, 2017
OSIRIS THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
Maryland | | 001-32966 | | 71-0881115 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7015 Albert Einstein Drive, Columbia, Maryland | | 21046 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (443) 545-1800
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Appointment of Independent Directors
On February 7, 2017, the Board appointed Messrs. Uwe Sommer and Thomas J. Knapp as independent directors. Messrs. Sommer and Knapp will stand for re-election at the 2017 Annual Meeting of Stockholders. Mr. Sommer and Mr. Knapp have been appointed to serve as members of the Nominating Committee and the Compensation Committee. Each of Mr. Sommer and Mr. Knapp will be entitled to receive the compensation received by Board members under the Company’s standard compensation policy and practices.
There is no arrangement or understanding between either Mr. Sommer or Mr. Knapp and any other person pursuant to which either was selected as a director. Neither Mr. Sommer nor Mr. Knapp has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company to announce the appointment Mr. Sommer and Mr. Knapp to the Board is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
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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.
| OSIRIS THERAPEUTICS, INC. |
| |
| |
| By: | /s/ GREGORY I. LAW |
| | Gregory I. Law |
| | Chief Financial Officer |
Date: February 10, 2017
Exhibit Index
Exhibit No. | | Description |
| | |
99.1 | | Press release, dated February 10, 2017 |
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