重大事件
即時報告
8-K
2026-07-13
Amphastar Pharmaceuticals董事會增至11人 任命Anthony Pierce為第三類董事
AI 繁中摘要
Amphastar Pharmaceuticals（AMPH）提交8-K表格，披露董事會變動 🔄
2026年7月9日，Amphastar Pharmaceuticals董事會根據提名及企業管治委員會建議，將法定董事人數由10人增至11人，並即時任命Anthony Pierce為第三類董事，任期至2028年股東年會，或直至其繼任人獲選及合資格為止。Pierce先生目前未獲委任任何董事會委員會職務。
董事會確認Pierce先生與公司無任何關係會影響其獨立判斷，符合納斯達克上市規則的獨立性要求。他並非因與任何人士的協議或安排而獲選，亦無須根據S-K規則第404(a)條申報的交易事項。
薪酬方面，Pierce先生將收取每年55,000美元現金保留金（按實際就職日按比例計算），並獲發一次性股權獎勵，總授予日公允價值為300,000美元，當中50%為限制性股票單位（RSU）、50%為股票期權，獎勵將於授予日起計一周年歸屬，條件為持續服務至歸屬日。其後薪酬安排將與其他非僱員董事一致，詳情可參閱公司2026年4月13日提交的委託書。公司亦將與Pierce先生簽訂標準賠償協議。
對投資者而言，此舉反映公司持續強化董事會架構及引進獨立觀點，有助提升企業管治水平。投資者可留意未來董事會委員會組成及公司策略方向的潛在影響。
展開英文正文
Amphastar Pharmaceuticals, Inc._July 9, 2026 0001297184false00012971842026-07-092026-07-09 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): July 9, 2026 Amphastar Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-36509 33-0702205 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 11570 6th Street Rancho Cucamonga, California 91730 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (909) 980-9484 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: T Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share AMPH The Nasdaq Stock Market LLC 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. On July 9, 2026, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), approved an increase to the authorized number of directors permitted to serve on the Board from ten (10) to eleven (11) directors and appointed Anthony Pierce, to serve as a Class III director, to hold office until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal, effective immediately. Mr. Pierce was not appointed to serve on any committees of the Board at this time. The Board also determined that Mr. Pierce does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he is independent within the meaning of the listing standards of the Nasdaq Stock Market LLC. There are no arrangements or understandings between Mr. Pierce and any other person pursuant to which he was selected as a director of the Company. There are no transactions between Mr. Pierce and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Pierce’s will receive both cash and equity compensation. He will receive an annual cash retainer of $55,000 (pro-rated for his start date). His equity compensation will initially consist of a grant comprised of 50% restricted stock units and 50% stock options with an aggregate grant date fair value of $300,000, which vests on the first anniversary of the date of grant, subject to continued service through the vesting date and will be consistent with other non-employee members of the Board thereafter, as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2026 under “Non-Employee Director Compensation,” and as may be amended from time to time by the Board. In connection with Mr. Pierce’s appointment as a director, the Company will enter into its standard form of indemnification agreement with Mr. Pierce. 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. AMPHASTAR PHARMACEUTICALS, INC. Date: July 13, 2026 By: /S/WILLIAM J. PETERS William J. Peters Chief Financial Officer, Executive Vice President and Treasurer