Assertio Holdings, Inc. Announces Virtual Annual Meeting of Stockholders on May 23, 2024

TL;DR

<b>Assertio Holdings, Inc. will host its Annual Meeting of Stockholders virtually on May 23, 2024, requiring pre-registration by May 22.</b>

AI Summary

Assertio Holdings, Inc. (ASRT) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. The Annual Meeting of Stockholders for Assertio Holdings, Inc. will be held virtually on May 23, 2024, at 12:30 p.m. Central Time. Stockholders can attend the meeting via live audio webcast by pre-registering at https://www.viewproxy.com/asrt/2024. Pre-registration requires a virtual control number, provided on the proxy card for registered stockholders or assigned during pre-registration for beneficial stockholders. The deadline to pre-register for the virtual meeting is May 22, 2024, at 11:59 p.m. Central Time. The company emphasizes that the virtual format allows full and equal participation from any location globally.

Why It Matters

For investors and stakeholders tracking Assertio Holdings, Inc., this filing contains several important signals. The shift to a virtual-only meeting format aims to enhance accessibility and participation for stockholders worldwide, ensuring they have the same rights as an in-person meeting. The company is providing a clear process for pre-registration and access, including specific instructions for different types of stockholders to ensure smooth participation in the virtual event.

Risk Assessment

Risk Level: low — Assertio Holdings, Inc. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial or operational information that would indicate a change in risk.

Analyst Insight

Stockholders should review the proxy statement for details on meeting procedures, voting, and any proposals to be considered at the Annual Meeting.

Key Numbers

• May 23, 2024 — Annual Meeting Date (Assertio Holdings, Inc. Annual Meeting of Stockholders.)
• 12:30 p.m. Central Time — Annual Meeting Time (Assertio Holdings, Inc. Annual Meeting of Stockholders.)
• May 22, 2024 — Pre-registration Deadline (Deadline to pre-register for the virtual meeting.)
• 11:59 p.m. Central Time — Pre-registration Deadline Time (Specific time for the pre-registration deadline.)

Key Players & Entities

• Assertio Holdings, Inc. (company) — Registrant and filer of the proxy statement.
• May 23, 2024 (date) — Date of the Annual Meeting of Stockholders.
• May 22, 2024 (date) — Deadline for pre-registration for the virtual meeting.
• 11:59 p.m. Central Time (time) — Specific deadline for pre-registration.
• 12:30 p.m. Central Time (time) — Time of the Annual Meeting of Stockholders.
• https://www.viewproxy.com/asrt/2024 (url) — Website for pre-registration and attending the virtual meeting.

FAQ

Industry Context

Assertio Holdings, Inc. operates in the pharmaceutical preparations industry.

Regulatory Implications

The filing is a proxy statement (DEF 14A) made in accordance with Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Stockholders should pre-register for the virtual meeting by May 22, 2024, to receive access details.
2. Ensure you have your virtual control number ready for pre-registration.
3. Review the proxy statement for information on proposals and voting procedures.

Year-Over-Year Comparison

This filing is a Definitive Proxy Statement (DEF 14A) for the upcoming Annual Meeting of Stockholders, indicating routine corporate governance procedures rather than new financial disclosures.

Key Financial Figures

• $52,000 — ments, which are not expected to exceed $52,000 in the aggregate. The Company, if reque

Filing Documents

• tm242767-2_def14a.htm (DEF 14A) — 1209KB
• lg_assertio-4c.jpg (GRAPHIC) — 11KB
• bc_paidvstotalshare-4c.jpg (GRAPHIC) — 70KB
• bc_paidvsnetincome-4c.jpg (GRAPHIC) — 70KB
• px_2024proxy01pg1-bw.jpg (GRAPHIC) — 301KB
• px_2024proxy01pg2-bw.jpg (GRAPHIC) — 366KB
• 0001104659-24-049410.txt (&nbsp;) — 2315KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 19 EXECUTIVE OFFICERS 20

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 21 Executive Summary 21 Summary Compensation Table 22 Outstanding Equity Awards at Fiscal Year-End 29 Potential Payments Upon Termination or Change in Control 30 Pay Versus Performance 32 Director Compensation 35 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 37 AUDIT RELATED MATTERS 38 Audit Committee Report 38 Fees Paid to Independent Registered Public Accounting Firm 38 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 39 OVERVIEW OF PROPOSALS 40 Proposal 1: Election of Directors 40 Proposal 2: Approval of an Amendment and Restatement of the Company's Amended and Restated 2014 Omnibus Incentive Plan, Including to Increase the Number of Shares Available for Issuance Thereunder 41 Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation 51 Proposal 4: Approval of an Amendment to the Company's Certificate of Incorporation to Reflect Delaware Law Provisions Regarding Officer Exculpation 52 Proposal 5: Approval of the Charter Amendment for our Subsidiary Assertio Therapeutics, Inc. 54 Proposal 6: Ratification of Independent Registered Public Accounting Firm 56 OTHER MATTERS 57 Stockholders Sharing the Same Address 57 Form 10-K 57 Stockholder Proposals 57 APPENDIX A RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP EBITDA AND ADJUSTED EBITDA A-1 APPENDIX B ASSERTIO HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN, AS AMENDED B-1 TABLE OF CONTENTS ASSERTIO HOLDINGS, INC. 100 SOUTH SAUNDERS ROAD, SUITE 300 LAKE FOREST, ILLINOIS 60045 (224) 419-7106 PROXY STATEMENT FOR THE 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS To Be Held May 23, 2024 12:30 p.m. Central Time Assertio Holdings, Inc. (the Company or Assertio) is furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by the Company's Board of Di

Forward-Looking Statements

Forward-Looking Statements The Proxy Statement may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement, including statements about the Company's Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environmental, social and governance initiatives, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "estimate," "predict," "potential," "plan" or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law. 1 TABLE OF CONTENTS Website References Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a