Assertio Holdings Reports Director Changes & Corporate Updates

TL;DR

Assertio Holdings is shuffling its board and officers, with potential bylaw changes and votes coming up.

AI Summary

Assertio Holdings, Inc. filed an 8-K on May 23, 2024, reporting on several key events. These include the departure of directors, election of new directors, appointment of officers, and updates to compensatory arrangements. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential shifts in strategic direction for Assertio Holdings, Inc.

Risk Assessment

Risk Level: medium — Changes in board composition, officer appointments, and corporate governance can signal strategic shifts or internal adjustments that may impact the company's future performance.

Key Players & Entities

• Assertio Holdings, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• May 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value ASRT The Nasdaq Stock Mar

Filing Documents

• tm2415886d1_8k.htm (8-K) — 60KB
• tm2415886d1_ex3-1.htm (EX-3.1) — 156KB
• 0001104659-24-066682.txt ( ) — 431KB
• asrt-20240523.xsd (EX-101.SCH) — 3KB
• asrt-20240523_lab.xml (EX-101.LAB) — 33KB
• asrt-20240523_pre.xml (EX-101.PRE) — 22KB
• tm2415886d1_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) At the Annual Meeting, the Company's stockholders approved an amendment and restatement of the Company's Amended and Restated 2014 Omnibus Incentive Plan (as so amended, the "2014 Plan") to increase the number of shares available for issuance thereunder by 3,390,000 shares and make certain clarifications with respect to the minimum vesting requirements in the 2014 Plan as they apply to awards granted to non-employee directors. For additional information regarding the 2014 Plan, please refer to the heading "Description of the 2014 Plan" contained in Proposal 2 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2024 (the "Proxy Statement"). The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2014 Plan, which has been filed as Exhibit 99.1 to the Company's registration statement on Form S-8 filed on May 29, 2024.

03 Amendments to Articles of

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 30, 2024, the Company's Board of Directors (the "Board") approved and adopted an amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Bylaws"), effective immediately, in order to update Article II, Section 2.2 to clarify the stock ownership requirements in connection with a stockholder's request to call a special meeting of stockholders. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed with this report as Exhibit 3.1 and incorporated into this report by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders considered and voted on the following proposals: (i) to elect the six director nominees to hold office until the 2025 Annual Meeting of Stockholders (Proposal 1); (ii) to approve 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 (Proposal 2); (iii) to approve, on an advisory basis, the compensation of the Company's named executive officers (Proposal 3); (iv) to approve an amendment to the Amended and Restated Certificate of Incorporation of the Company to reflect Delaware law provisions regarding officer exculpation (Proposal 4); (v) to approve an amendment to the Amended and Restated Certificate of Incorporation of Assertio Therapeutics, Inc. ("Therapeutics"), a wholly-owned subsidiary of the Company, to eliminate the pass-through voting provision that requires approval by both the Company and the Company's stockholders prior to certain actions being taken by or at Therapeutics (Proposal 5) and (vi) to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 6). A summary of the final voting results for each of the six matters voted upon by the stockholders at the Annual Meeting is set forth below. Proposal 1 : The stockholders of the Company elected each of the six director nominees to serve on the Board for a term to expire at the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows: Votes For Votes Against Abstentions Broker Non-Votes Peter D. Staple 40,111,675 3,612,710 304,804 18,030,936 Sravan K. Emany 40,795,686 2,927,466 306,037 18,030,936 Sigurd C. Kirk 40,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws of Assertio Holdings, Inc. dated May 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Date: May 30, 2024 ASSERTIO HOLDINGS, INC. /s/ Sam Schlessinger Sam Schlessinger Senior Vice President, General Counsel