Neurocrine Biosciences Announces Executive and Board Changes

TL;DR

NBI shakes up exec team, names new CMO, launches new stock plan.

AI Summary

Neurocrine Biosciences, Inc. announced on May 21, 2025, several key executive and board changes. These include the departure of Director Dr. Richard H. Scheller and the appointment of Dr. David M. Neuwirth as Chief Medical Officer. Additionally, the company is implementing a new equity incentive plan, the 2025 Equity Incentive Plan, effective May 21, 2025, to incentivize its officers and employees.

Why It Matters

These changes in leadership and the introduction of a new incentive plan can signal shifts in company strategy and future growth prospects, impacting investor confidence.

Risk Assessment

Risk Level: medium — Executive and board changes, along with new compensation plans, can introduce uncertainty regarding future strategy and operational direction.

Key Players & Entities

• Neurocrine Biosciences, Inc. (company) — Registrant
• Dr. Richard H. Scheller (person) — Departing Director
• Dr. David M. Neuwirth (person) — Appointed Chief Medical Officer
• 2025 Equity Incentive Plan (company) — New Equity Incentive Plan
• May 21, 2025 (date) — Effective date of changes and plan

FAQ

From the Filing

0000914475-25-000120.txt : 20250522 0000914475-25-000120.hdr.sgml : 20250522 20250522160359 ACCESSION NUMBER: 0000914475-25-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250521 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20250522 DATE AS OF CHANGE: 20250522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEUROCRINE BIOSCIENCES INC CENTRAL INDEX KEY: 0000914475 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences EIN: 330525145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22705 FILM NUMBER: 25977018 BUSINESS ADDRESS: STREET 1: 6027 EDGEWOOD BEND COURT CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 617-7600 MAIL ADDRESS: STREET 1: 6027 EDGEWOOD BEND COURT CITY: SAN DIEGO STATE: CA ZIP: 92130 8-K 1 nbix-20250521.htm 8-K nbix-20250521 false 0000914475 0000914475 2025-05-21 2025-05-21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 21, 2025 NEUROCRINE BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22705 33-0525145 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 6027 Edgewood Bend Court San Diego, California 92130 (Address of Principal Executive Offices) (Zip Code) ( 858 ) 617-7600 (Registrant’s telephone number, including area code) 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value NBIX Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) As discussed below in Item 5.07, Neurocrine Biosciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved: (i) the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), and (ii) an amendment and restatement of the Company’s 2018 Employee Stock Purchase Plan (the “Amended and Restated ESPP”). A summary of the material terms of the 2025 Plan and the Amended and Restated ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Ex