Heron Therapeutics Announces Corporate Changes

TL;DR

Heron Therapeutics is shaking up its board and bylaws, get ready for potential strategy shifts.

AI Summary

Heron Therapeutics, Inc. announced on June 13, 2024, a series of significant corporate actions. These include the election of new directors, changes in executive compensation, and amendments to its bylaws. The company also submitted matters for a vote of its security holders, indicating potential strategic shifts or governance updates.

Why It Matters

These changes in board composition and governance structures can signal shifts in company strategy, management focus, or shareholder influence.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can sometimes precede significant strategic shifts or indicate internal pressures.

Key Numbers

• 20240613 — Report Date (Earliest event date for this 8-K filing.)

Key Players & Entities

• Heron Therapeutics, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-33221 (identifier) — SEC file number
• 94-2875566 (identifier) — IRS number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share HRTX The Nasdaq Capital M

Filing Documents

• hrtx-20240613.htm (8-K) — 122KB
• hrtx-ex3_1.htm (EX-3.1) — 9KB
• 0000950170-24-074952.txt ( ) — 259KB
• hrtx-20240613.xsd (EX-101.SCH) — 31KB
• hrtx-20240613_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's stockholders approved and adopted an amendment to the Company's Certificate of Incorporation, as amended (the " Certificate of Incorporation "), to increase the aggregate number of authorized shares of the Company's common stock from 225,000,000 to 400,000,000 (the " Charter Amendment "). Following such approval, the Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 13, 2024. This description is a summary of the Charter Amendment and is qualified in its entirety by reference to the description of the Charter Amendment set forth under the heading "Proposal 4 – Amendment of Certificate of Incorporation to Increase the Aggregate Number of Authorized Shares of Common Stock by 175,000,000 from 225,000,000 to 400,000,000" in the 2024 Proxy Statement, and the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-Kand incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 13, 2024, the Company held the Annual Meeting. The Company's stockholders voted on six proposals at the Annual Meeting, including: (1) to elect six director nominees: Craig Collard, Sharmila Dissanaike, M.D., FACS, FCCM, Craig Johnson, Susan Rodriguez, Christian Waage, and Adam Morgan, to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) to ratify the appointment of Withum Smith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2024; (3) to approve, on a nonbinding advisory basis, compensation paid to the Company's Named Executive Officers during the year ended December 31, 2023; (4) to approve the Charter Amendment; (5) to approve the 2007 Plan Amendment; and (6) to approve the ESPP Amendment. Only stockholders of record as of the close of business on April 26, 2024 (the " Record Date ") were entitled to vote at the Annual Meeting. As of the Record Date, 150,636,976shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 118,628,725 shares of common stock of the Company were represented in person and by proxy constituting a quorum for the Annual Meeting. As set forth below, all six proposals voted on at the Annual Meeting were approved by the stockholders entitled to vote thereon. The votes with respect to each of the proposals are set forth below. Proposal 1: Election of six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Name of Director Nominee For Against Abstain Broker Non-Votes Mr. Collard 87,052,188 622,098 1,794,705 29,159,734 Dr. Dissanaike 86,622,579 875,337 1,971,075 29,159,734 Mr. Johnson 86,610,323 864,346 1,994,322 29,159,734 Mr. Morgan 86,819,401 667,561 1,98

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation, effective June 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Heron Therapeutics, Inc. Date: June 18, 2024 /s/ Ira Duarte Ira Duarte Executive Vice President, Chief Financial Officer