UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Intention not to Stand for Re-election
On April 22, 2025, Mark D. Stolper, a member of the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”), notified the Board of his intention not to stand for re-election to the Board for an additional three-year term at the Company's 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Mr. Stolper’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, and he will continue to serve on the Board until immediately prior to the election of directors at the 2025 Annual Meeting. Following his departure from the Board, Mr. Stolper is expected to continue to provide valuable support to the Company on a consulting basis through December 31, 2026. The Board has decreased the number of directors that can serve on the Board to nine directors effective upon the departure of Mr. Stolper from the Board.
Board Class Assignments
In order to achieve a more equal balance of membership among the three classes of directors on the Board of the Company in accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Board determined that one of its members should be reclassified from Class II (with a term expiring at the Company’s 2025 annual meeting of stockholders) to Class I (with a term expiring at the Company’s 2027 annual meeting of stockholders) and another one of its members should be reclassified from Class III (with a term expiring at the Company’s 2026 annual meeting of stockholders) to Class II (with a term expiring at the Company’s 2025 annual meeting of stockholders).
Accordingly, on April 23, 2025 Rita A. Karachun tendered her resignation to the Board as a Class II director subject to her immediate reappointment as a Class I director and on the same date Michael Ryan tendered his resignation to the Board as a Class III director subject to his immediate reappointment as a Class II director. On April 23, 2025 the Board accepted Ms. Karachun’s resignation and immediately reappointed her as a Class I director and accepted Mr. Ryan’s resignation and immediately reappointed him as a Class II director. The resignation and reappointment of each of Ms. Karachun and Mr. Ryan was effected solely to rebalance the Board classes in order to comply with the Certificate of Incorporation, and for all other purposes, the service on the Board by each of Ms. Karachun and Mr. Ryan is deemed to have continued uninterrupted. The current composition of the Board is now three Class I directors, four Class II directors and three Class III directors.
Term Expiration at the Annual Meeting of Stockholders for the Year | Board Class Reassignment on April 23, 2025 | |||||
Prior to Rebalancing | Post-Rebalancing | |||||
Class I | 2027 | Lee N. Newcomer, MD Charles W. Newton | Lee N. Newcomer, MD Charles W. Newton Rita A. Karachun | |||
Class II | 2025 | Jill O’Donnell-Tormey, Ph.D. Ali J. Satvat Mark D. Stolper Rita A. Karachun | Jill O’Donnell-Tormey, Ph.D. Ali J. Satvat Mark D. Stolper* Michael Ryan | |||
Class III | 2026 | Georgia Erbez Dennis M. Lanfear Mats L. Wahlström Michael Ryan | Georgia Erbez Dennis M. Lanfear Mats L. Wahlström | |||
* Mr. Stolper will serve on the Board until immediately prior to the election of directors at the 2025 Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 25, 2025 |
| COHERUS BIOSCIENCES, INC. | |
By: | /s/ Dennis M. Lanfear | ||
Name: | Dennis M. Lanfear | ||
Title: | Chief Executive Officer | ||