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Date of Report (Date of earliest event reported): June 10, 2021



(Exact Name of Registrant as Specified in Its Charter)


Delaware   001-33497     71-0869350

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


3675 Market Street, Philadelphia, PA 19104

(Address of Principal Executive Offices, and Zip Code)



Registrant’s Telephone Number, Including Area Code


(Former Name or Former Address, if Changed Since Last Report.)


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(s) Name of each exchange on which registered
Common Stock Par Value $0.01 FOLD NASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.


On June 10, 2021, the Board of Directors (the “Board”) of Amicus Therapeutics, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Eiry W. Roberts, M.D. as a member of the Board, effective June 10, 2021. Dr. Roberts will serve as a Class II director, with an initial term expiring at the annual meeting of stockholders in 2024. Dr. Roberts is expected to serve on both the Science and Technology Committee and the Compensation and Leadership Development Committee of the Board.


The Board determined that Dr. Roberts qualifies as an independent director under the director independence standards set forth by the U.S. Securities and Exchange Commission and applicable NASDAQ Marketplace Rules.


In connection with her appointment and as approved by the Board, Dr. Roberts will receive a new director grant of non-qualified options (“Options”) and restricted stock units (“RSUs”) worth $487,500, with half of the value assigned to Options and half of the value assigned to RSUs. The new director Options will vest over a period of four years, with 25% vesting on the first anniversary of the start date and monthly vesting thereafter. The new director RSUs will vest over a period of four years, with 25% vesting on the first anniversary of the start date and 25% on each anniversary thereafter. Beginning in 2022, Dr. Roberts will then receive an annual equity grant of Options and RSUs worth $325,000, with 2/3 of the value assigned to Options and 1/3 of the value assigned to RSUs. Dr. Roberts will also receive $47,500 per year for service as a Board member, $7,500 per year for service as a member of the Science and Technology Committee and $7,500 per year for service as a member of the Compensation and Leadership Development Committee. There are no arrangements or understandings between Dr. Roberts and any other person pursuant to which Dr. Roberts was appointed as a director. There are no transactions involving Dr. Roberts that are reportable under Item 404(a) of Regulation S-K.


Item 5.07 Submission of Matters to a Vote of Security Holders


At the 2021 Annual Meeting of Stockholders of the Company, held on June 10, 2021, the Company’s stockholders elected Craig A. Wheeler and Burke W. Whitman as Class II directors to serve a three-year term expiring at the 2024 Annual Meeting of Stockholders or until their respective successors have been elected. In addition, the stockholders (i) approved the Amended and Restated 2007 Equity Incentive Plan, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The final voting results on these matters were as follows:


1.Election of Directors.


Nominee  Votes For   Votes Withheld   Broker Non-Votes 
Craig A. Wheeler  197,509,266   3,027,862   11,830,609 
Burke W. Whitman  194,615,601   5,921,527   11,830,609 


2.Approval of the Amended and Restated 2007 Equity Incentive Plan.


Votes For   Votes Against   Votes Abstain   Broker Non-Votes 
148,426,739   52,012,984   97,405   11,830,609 


3.Ratification of Ernst & Young LLC as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020.


Votes For   Votes Against   Votes Abstain   Broker Non-Votes 
209,378,301   2,845,757   143,679    





4.Approval, on an advisory basis, of the Company's executive compensation.


Votes For   Votes Against   Votes Abstain   Broker Non-Votes 
196,040,130   2,059,584   2,437,414   11,830,609 


Item 7.01 – Regulation FD Disclosure


On June 14, 2021, the Company issued a press release announcing the appointment of Dr. Roberts to the Board.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits:


  Exhibit No. Description
  99.1 Press Release dated June 14, 2021
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





Signature Page


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: June 14, 2021 By: /s/ Ellen S. Rosenberg
  Name: Ellen S. Rosenberg
  Title: Chief Legal Officer and Corporate Secretary




Exhibit 99.1



Amicus Therapeutics Appoints Eiry W. Roberts, M.D. to its Board of Directors


PHILADELPHIA, PA, June 14, 2021Amicus Therapeutics (Nasdaq: FOLD), today announced the election and appointment of Eiry W. Roberts, M.D. to its Board of Directors. Dr. Roberts is an esteemed drug developer who brings approximately 30 years of pharmaceutical industry experience to the Company’s Board of Directors, having served in various leadership positions throughout her career and bringing extensive experience advancing therapies across all phases of drug development.


John F. Crowley, Chairman and Chief Executive Officer of Amicus Therapeutics, Inc., stated, “On behalf of our Board of Directors, I am pleased to announce the appointment of Dr. Eiry Roberts to the Amicus Board. Eiry’s extensive background in clinical research and drug development across a diverse range of therapeutic areas adds immense value to our team of Directors and senior leaders. Eiry’s experience in discovering and advancing development programs through the regulatory process, as well as her expertise in healthcare strategy will be invaluable as we look toward the future of Amicus.”


Dr. Roberts currently serves as the Chief Medical Officer of Neurocrine Biosciences, a commercial stage biopharmaceutical company focused on the research and development of treatments for life threatening and under-addressed neurological, endocrine, and psychiatric disorders. Prior to her role at Neurocrine, Dr. Roberts spent 26 years at Eli Lilly and Company, during which she advanced through various senior and executive level roles, concluding her tenure at the company as VP of Research & Development. Roberts has extensive leadership experience in early development and translational medicine and successfully led more than 10 late-stage development programs through global regulatory approvals, as well as numerous launches. She is credited for establishing a new therapeutic area and pipeline of novel small molecule and biologics within the Lilly portfolio, and has established herself as a leader and strategic player in corporate and business development activities.


Dr. Roberts served as Chair of the Medical Review Committee at Eli Lilly and Company, responsible for the review and approval of all integrated clinical plans in the Eli Lilly portfolio. She is an M.D. trained in pharmacology and medicine in the United Kingdom, qualifying from the University of London. Dr. Roberts continued her post-graduate clinical training in clinical pharmacology and cardiology at St. Bartholomew’s Hospital and at the Royal London Hospital.


“I am delighted to be joining the Amicus Board and contribute to the Company’s mission, help grow the organization, and support the lives of those impacted by devastating rare diseases. The approach Amicus has towards drug development is driven by science and incorporates the patient perspective in every step of the process. As a member of the Board of Directors, I look forward to applying my life sciences experience to help guide the company’s future growth and success,” said Dr. Roberts.


In addition, Amicus announced that Craig A. Wheeler and Burke W. Whitman were re-elected at the 2021 Annual Meeting of Stockholders.


About Amicus Therapeutics


Amicus Therapeutics (Nasdaq: FOLD) is a global, patient-dedicated biotechnology company focused on discovering, developing and delivering novel high-quality medicines for people living with rare metabolic diseases. With extraordinary patient focus, Amicus Therapeutics is committed to advancing and expanding a robust pipeline of cutting-edge, first- or best-in-class medicines for rare metabolic diseases. For more information please visit the company’s website at www.amicusrx.com, and follow on Twitter and LinkedIn.





Andrew Faughnan

Sr. Director, Investor Relations


(609) 662-3809








Diana Moore


Head of Global Corporate Communications


(609) 662-5079