| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
In order tore-incentivize and retain employees, on October 10, 2019, the Compensation Committee of the Board of Directors (the “Board”) of Amneal Pharmaceuticals, Inc. (the “Company”) approved and stockholders holding 18,321 shares of the Company’s Class A Common Stock and 156,890,723 shares of the Company’s Class B Common Stock, collectively representing 52% of the voting power of the Company, acted by written consent in lieu of a meeting of shareholders to approve, aone-time stock option repricing (the “Option Repricing”).
Pursuant to the Option Repricing, the exercise price of each Relevant Option (defined below) will be amended to reduce such exercise price to the closing price of a share of the Company’s Class A Common Stock as reported on the New York Stock Exchange on the date on which the Option Repricing becomes effective. “Relevant Options” are the 3,698,410 outstanding stock options as of October 10, 2019 (vested and unvested) granted between May 7, 2018 and July 15, 2019 to acquire shares of Class A Common Stock granted under the Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan (the “2018 Plan”) with an exercise price at or above $3.51 per share and held by all individuals employed by the Company on the effective date of the Option Repricing, but not including (1) members of the Board, (2) theco-Chief Executive Officers, and (3) employees who have notified the Company of their intended separation, and employees who have been notified by the Company of their anticipated termination date, in either case on or before the effective date of the Option Repricing. Legacy Impax stock options that the Company assumed in connection with the business combination of Amneal Pharmaceuticals LLC and Impax Laboratories, Inc. on May 7, 2018 also are not eligible for the Option Repricing. The Option Repricing will become effective on the 20th calendar day after the completion of the mailing to the Company’s stockholders of the definitive Information Statement on Schedule 14C. The effective date is currently expected to be November 13, 2019. The Company does not expect that the Option Repricing will have a material impact on its statement of operations.
Safe Harbor Statement
Certain statements contained herein, regarding matters that are not historical facts, may be forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. The reader is cautioned not to rely on these forward-looking statements. These forward-looking statements are based on current expectations of future events. If the underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections the Company. These risks and uncertainties can be found in the Company’s most recently filed Annual Report on Form10-K for the fiscal year ended December 31, 2018, as supplemented by any subsequently filed Quarterly Reports on Form10-Q. Copies of these filings are available online at www.sec.gov, www.amneal.com or on request from the Company. Forward-looking statements included herein speak only as of the date hereof and we undertake no obligation to revise or update such statements to reflect the occurrence of events or circumstances after the date hereof.
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