Pacira BioSciences, Inc. 8-K

What Happened

• Pacira BioSciences, Inc. held its 2026 Annual Meeting on June 9, 2026 (record date April 22, 2026; 39,334,983 shares outstanding). Stockholders approved an Amended and Restated 2014 Employee Stock Purchase Plan (ESPP) adding 800,000 newly reserved shares, effective immediately. The company also announced board committee reassignments and the results of multiple votes, and issued a press release the same day.

Key Details

• ESPP: Approved at the meeting; 800,000 additional common shares reserved; became effective immediately upon shareholder approval. (Amended plan filed as Exhibit 10.1.)
• Director elections: Company nominees Christopher J. Christie (24,963,961 For; 7,675,321 Withhold), Samit Hirawat (27,950,304 For; 4,688,937 Withhold), and Thomas Wiggans (28,044,841 For; 4,594,438 Withhold) were elected. DOMA Perpetual Capital Management nominees received substantially more withhold votes and were not elected.
• Auditor ratification and key votes: KPMG LLP was ratified as independent auditor (32,908,044 For; 138,246 Against; 49,702 Abstain). Advisory say-on-pay passed (19,513,224 For; 13,073,321 Against; 57,010 Abstain; 452,437 broker non-votes).
• Stock plan vote: The proposed Amended and Restated 2011 Stock Incentive Plan did not pass (14,178,418 For; 18,405,754 Against; 59,383 Abstain; 452,437 broker non-votes).
• Board committee changes (effective immediately): Audit Committee — Alethia Young (Chair), Marcelo Bigal, Mark Froimson; People & Compensation Committee — Michael Yang (Chair), Laura Brege, Thomas Wiggans; Nominating, Governance & Sustainability Committee — Christopher J. Christie (Chair), Laura Brege, Thomas Wiggans.

Why It Matters

• Shareholders approved expanding the ESPP by 800,000 shares, which allows the company to issue more employee purchase-plan shares (potential dilution to existing holders as those shares are issued).
• The election results preserve the company’s slate of directors and governance continuity; DOMA’s nominees were not elected, indicating rejection of that dissident slate.
• Failure to approve the Amended 2011 Stock Incentive Plan could limit the company’s ability to grant stock-based compensation under that amended plan until the company seeks alternative approval or uses other authorized shares.
• Ratification of KPMG as auditor and the passed advisory vote on executive pay are routine governance items but relevant for investor confidence and ongoing financial reporting.

Exhibits referenced in the filing include the ESPP amendment and a press release dated June 9, 2026.