Pacira (NASDAQ: PCRX) investors reelect board nominees and add 800,000 ESPP shares
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Pacira BioSciences, Inc. reported the results of its 2026 Annual Meeting of Stockholders, where all three of the company’s Class III director nominees—Christopher J. Christie, Samit Hirawat and Thomas Wiggans—were elected to the board over an opposing slate nominated by DOMA Perpetual Capital Management LLC.
Stockholders approved an amendment and restatement of the 2014 Employee Stock Purchase Plan, adding 800,000 newly reserved shares of common stock for issuance, and ratified the appointment of KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. They also approved on an advisory basis the compensation of named executive officers.
The Amended and Restated 2011 Stock Incentive Plan did not receive sufficient votes for approval. As of April 22, 2026, 39,334,983 shares of common stock were outstanding and entitled to vote. Following the meeting, the board reassigned membership across its Audit, People & Compensation, and Nominating, Governance and Sustainability committees.
Positive
- None.
Negative
- None.
Insights
Pacira’s shareholders backed management’s slate and refreshed equity plans with mixed outcomes.
Pacira BioSciences secured shareholder support for all three company-nominated directors in a contested election, while an activist-backed slate failed to gain traction. This outcome reinforces the existing board’s mandate and continuity of its strategic direction.
Investors approved expanding the 2014 Employee Stock Purchase Plan by 800,000 shares, signaling acceptance of broad-based employee equity participation. However, the Amended and Restated 2011 Stock Incentive Plan was voted down, indicating shareholder reluctance toward additional equity awards under that plan’s terms.
The advisory say-on-pay vote passed, but with a sizable opposing vote, highlighting some concern over executive compensation structure. Committee reassignments on the Audit, People & Compensation, and Nominating, Governance and Sustainability committees align board roles with the post-contest configuration, and future proxy materials will show whether compensation and incentive design evolve.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ESPP share increase: 800,000 shares
Shares outstanding: 39,334,983 shares
Auditor ratification for votes: 32,908,044 votes
+4 more
7 metrics
ESPP share increase
800,000 shares
Newly reserved common shares authorized under Amended and Restated 2014 Employee Stock Purchase Plan
Shares outstanding
39,334,983 shares
Common stock outstanding and entitled to vote as of April 22, 2026
Auditor ratification for votes
32,908,044 votes
Votes cast for ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026
Say-on-pay support
19,513,224 votes
Votes for advisory approval of compensation of named executive officers
Say-on-pay against
13,073,321 votes
Votes against advisory approval of compensation of named executive officers
2011 Plan against votes
18,405,754 votes
Votes against approval of Amended and Restated 2011 Stock Incentive Plan
ESPP approval votes
29,089,928 votes
Votes for approval of Amended and Restated 2014 Employee Stock Purchase Plan
Key Terms
Amended and Restated 2014 Employee Stock Purchase Plan, Amended and Restated 2011 Stock Incentive Plan, broker non-votes, independent registered public accounting firm, +2 more
6 terms
Amended and Restated 2014 Employee Stock Purchase Plan financial
"The ESPP was amended and restated to increase the number of shares of the Company’s common stock authorized for issuance by 800,000 newly reserved shares."
Amended and Restated 2011 Stock Incentive Plan financial
"Proposal 4 — Approval of the Company’s Amended and Restated 2011 Stock Incentive Plan."
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 19,513,224 | 13,073,321 | 57,010 | 452,437"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Proposal 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
proxy solicitor financial
"based on the preliminary results of its 2026 Annual Meeting of Stockholders provided by its proxy solicitor, D.F. King & Co., Inc."
A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.
Phase 2 clinical development medical
"PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee."
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): June 9, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address and Zip Code of Principal Executive Offices)
(650 ) 242-8052
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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.
Amended and Restated 2014 Employee Stock Purchase Plan
On June 9, 2026, Pacira BioSciences, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in Parsippany, New Jersey and via live webcast online at www.cesonlineservices.com/pcrx26_vm, at which the Company’s stockholders approved the Amended and Restated 2014 Employee Stock Purchase Plan (the “ESPP”). The ESPP was amended and restated to increase the number of shares of the Company’s common stock authorized for issuance by 800,000 newly reserved shares. The ESPP became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). The summaries of the ESPP set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Committee Reassignments
Effective immediately, the Company’s board of directors (the “Board”) restructured the composition of certain committees of the Board, such that the composition of such committees of the Board is now as follows:
| Audit Committee | People & Compensation Committee | Nominating, Governance and Sustainability Committee | ||||||||||||
| Alethia Young (Chair) | Michael Yang (Chair) | Christopher J. Christie (Chair) | ||||||||||||
| Marcelo Bigal | Laura Brege | Laura Brege | ||||||||||||
| Mark Froimson | Thomas Wiggans | Thomas Wiggans | ||||||||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2026, the Company held the Annual Meeting in Parsippany, New Jersey and via live webcast online at www.cesonlineservices.com/pcrx26_vm. As of April 22, 2026, the record date for the Annual Meeting, 39,334,983 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted on at the Annual Meeting is as follows:
Proposal 1 — Election of three Class III directors to hold office until the 2029 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.
Company’s Nominees
| Nominee: | For | Withhold | ||||||||||||
| Christopher J. Christie | 24,963,961 | 7,675,321 | ||||||||||||
| Samit Hirawat | 27,950,304 | 4,688,937 | ||||||||||||
| Thomas Wiggans | 28,044,841 | 4,594,438 | ||||||||||||
DOMA Perpetual Capital Management LLC’s Nominees
| Nominee: | For | Withhold | ||||||||||||
| Oliver Benton Curtis III | 4,614,368 | 28,024,482 | ||||||||||||
| Eric de Armas | 4,861,350 | 27,777,500 | ||||||||||||
| Christopher Dennis | 4,430,726 | 28,208,124 | ||||||||||||
Proposal 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For | Against | Abstain | ||||||||||||
| 32,908,044 | 138,246 | 49,702 | ||||||||||||
Proposal 3 — Advisory vote to approve the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 19,513,224 | 13,073,321 | 57,010 | 452,437 | |||||||||||||||||
Proposal 4 — Approval of the Company’s Amended and Restated 2011 Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 14,178,418 | 18,405,754 | 59,383 | 452,437 | |||||||||||||||||
Proposal 5 — Approval of the Company’s Amended and Restated 2014 Employee Stock Purchase Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 29,089,928 | 3,497,653 | 55,974 | 452,437 | |||||||||||||||||
Item 8.01. Other Events.
On June 9, 2026, the Company issued a press release regarding its Annual Meeting. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | Amended and Restated 2014 Employee Stock Purchase Plan | |||||||
| 99.1 | Press Release dated June 9, 2026 | |||||||
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACIRA BIOSCIENCES, INC. (REGISTRANT) | |||||||||||
| Dated: | June 11, 2026 | By: | /s/ KRISTEN WILLIAMS | ||||||||
| Kristen Williams | |||||||||||
| Chief Administrative Officer and Secretary | |||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
NEWS RELEASE
Pacira BioSciences Announces Stockholders Have Elected All Three of the Company's Director Nominees at Annual Meeting
BRISBANE, Calif., June 9, 2026 (PRNewswire) -- Pacira BioSciences, Inc. (Nasdaq: PCRX) (the "Company" or "Pacira"), the industry leader in its commitment to deliver innovative, non-opioid pain therapies to transform the lives of patients, today announced that based on the preliminary results of its 2026 Annual Meeting of Stockholders (the "Annual Meeting") provided by its proxy solicitor, D.F. King & Co., Inc., all three of Pacira's highly qualified director nominees – Christopher Christie, Samit Hirawat, MD and Thomas Wiggans – were elected to the Board of Directors.
Frank D. Lee, chief executive officer, said, "On behalf of the board and executive leadership team, I would like to express our appreciation and gratitude to our stockholders for their trust in our team and belief in the future of Pacira. We look forward to continuing to execute across all five pillars of our 5x30 strategy to drive long-term value for patients and stockholders and ensure Pacira is well positioned to sustain its positive momentum well into the future."
These results are preliminary. Final results will be tabulated and certified by the independent inspector of elections and reported on a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission.
Advisors
Goldman Sachs & Co. LLC is acting as financial advisor and Perkins Coie LLP is acting as legal counsel to Pacira.
About Pacira
Pacira delivers innovative, non-opioid pain therapies to transform the lives of patients. Pacira has three commercial-stage non-opioid treatments: EXPAREL® (bupivacaine liposome injectable suspension), a long-acting local analgesic currently approved for infiltration, fascial plane block, and as an interscalene brachial plexus nerve block, an adductor canal nerve block, and a sciatic nerve block in the popliteal fossa for postsurgical pain management; ZILRETTA® (triamcinolone acetonide extended-release injectable suspension), an extended-release, intra-articular injection indicated for the management of osteoarthritis knee pain; and iovera®°, a novel, handheld device for delivering immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing a pipeline of clinical-stage
assets for musculoskeletal pain and adjacencies, its most advanced product candidate, PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee. To learn more about Pacira, visit www.pacira.com.
Forward-Looking Statements
Any statements in this document about Pacira's future expectations, plans, trends, outlook, projections and prospects, and other statements containing the words "believes," "anticipates," "plans," "estimates," "expects," "intends," "may," "will," "would," "could," "can" and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to: the 2026 Annual Meeting of Stockholders; Pacira's board of directors and the contributions of new directors and director nominees; '5x30', our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation ("NOPAIN") Act and any other statements that are not historical facts. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We cannot assure you that our estimates, assumptions and expectations will prove to have been correct. Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others: risks associated with acquisitions, such as the risk that the acquired businesses and/or assets will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; our manufacturing and supply chain, global and United States economic conditions (including tariffs, inflation and rising interest rates), and our business, including our revenues, financial condition, cash flows and results of operations; the success of our sales and manufacturing efforts in support of the commercialization of EXPAREL, ZILRETTA and iovera°; the rate and degree of market acceptance of EXPAREL, ZILRETTA and iovera°; the size and growth of the potential markets for EXPAREL, ZILRETTA and iovera° and our ability to serve those markets; our plans to expand the use of EXPAREL, ZILRETTA and iovera° to additional indications and opportunities, and the timing and success of any related clinical trials for EXPAREL, ZILRETTA, iovera° and any of our other product candidates, including but not limited to PCRX-201 (enekinragene inzadenovec) and PCRX-2002; the commercial success of EXPAREL, ZILRETTA and iovera°; the related timing and success of United States Food and Drug Administration supplemental New Drug Applications and premarket notification 510(k)s; the related timing and success of European Medicines Agency Marketing Authorization Applications; our plans to evaluate, develop and pursue additional product candidates utilizing our proprietary high-capacity adenovirus ("HCAd") vector platform; the approval of the commercialization of our products in other jurisdictions (by either us or our partners); clinical trials in support of an existing or potential HCAd-based product candidate; our commercialization and marketing capabilities; our ability to successfully complete capital
projects; the outcome of any litigation; the recoverability of our deferred tax assets; assumptions associated with contingent consideration payments; assumptions used for estimated future cash flows associated with determining the fair value of the company; the anticipated funding or benefits of our share repurchase program; and factors discussed in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that it periodically makes with the U.S. Securities and Exchange Commission (the "SEC"). In addition, the forward-looking statements included in this document represent Pacira's views as of the date of this document. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements, and as such Pacira anticipates that subsequent events and developments will cause its views to change. Except as required by applicable law, Pacira undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on these forward-looking statements as representing Pacira's views as of any date subsequent to the date of this document.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pacira's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed and referenced in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that Pacira periodically makes with the SEC.
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Investor Contact: Susan Mesco, (973) 451-4030 susan.mesco@pacira.com | Media Contact: Kim Hamilton, (973) 254-4644 kim.hamilton@pacira.com | |||||||
FAQ
What were the key outcomes of Pacira (PCRX) 2026 Annual Meeting?
Stockholders elected all three company-nominated Class III directors and rejected the activist slate. They approved the amended 2014 Employee Stock Purchase Plan and ratified KPMG LLP as auditor, while the Amended and Restated 2011 Stock Incentive Plan failed to receive sufficient support.
Did Pacira (PCRX) stockholders approve the 2011 Stock Incentive Plan amendment?
No, the Amended and Restated 2011 Stock Incentive Plan was not approved. The vote tally showed more shares cast against than for the proposal, so the updated plan terms will not take effect based on this meeting’s outcome.
What were the vote results for Pacira (PCRX) director elections in 2026?
Company nominees Christopher J. Christie, Samit Hirawat and Thomas Wiggans received between about 24.9 million and 28.0 million “for” votes. Activist nominees from DOMA Perpetual Capital Management LLC received roughly 4.4 million to 4.9 million “for” votes, and were not elected.
Was Pacira (PCRX) executive compensation supported by stockholders in 2026?
Yes, stockholders approved the advisory say-on-pay proposal, with 19,513,224 votes for and 13,073,321 against, plus 57,010 abstentions and 452,437 broker non-votes. The result indicates overall support, while the sizable opposition signals ongoing scrutiny of compensation practices.