Pacira BioSciences Inc
For the period ended Jun 11, 2024. Filed Apr 22, 2024.
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Jun 11, 2024 · Filed Apr 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
PACIRA BIOSCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
| | OUR MISSION | | | To provide an opioid alternative to as many patients as possible using enhanced recovery after surgery multimodal protocols and opioids for rescue only | |
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| | OUR VISION | | | To be the global leader in delivering innovative non-opioid pain management and regenerative health solutions | |
| | OUR VALUES | | | Patients: Their safety and welfare are our top priority at all times People: Our greatest asset Passion: We are passionate about what we do Think: Our thoughts are shared generously Trust: Building trust is essential Teamwork: The cornerstone of our business success | |
| | | | | | Advancing Patient Care | |
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Pacira BioSciences, Inc. (Nasdaq: PCRX) is the industry leader in its commitment to non-opioid pain management and regenerative health solutions to improve patients’ journeys along the neural pain pathway.
The company’s long-acting local analgesic, EXPAREL® (bupivacaine liposome injectable suspension) was commercially launched in the United States in 2012. EXPAREL utilizes the company’s proprietary multivesicular liposome (pMVL) drug delivery technology that encapsulates drugs without altering their molecular structure and releases them over a desired period of time.
In 2019, Pacira acquired the ioveraº® system, a handheld cryoanalgesia device used to deliver precise, controlled doses of cold temperature only to targeted nerves, and in 2021, Pacira acquired ZILRETTA® (triamcinolone acetonide extended-release injectable suspension), the first and only extended-release, intra-articular, corticosteroid injection indicated for the management of osteoarthritis knee pain.
| | | | | I am honored to take the helm at Pacira in order to advance our mission and fulfill the pressing need for safe and effective opioid-sparing pain management solutions. With market-leading products, a clear sense of purpose, a talented team, and an unwavering commitment to transforming the lives of patients by expanding access to opioid-sparing pain management, Pacira is the Therapeutic Area Leader. I am particularly impressed by the team’s steadfast commitment to working with top medical societies and patient organizations to bring the NOPAIN legislation over the finish line. After spending a significant amount of my early tenure listening and learning, there is no doubt the Pacira team is highly committed to our corporate mission and care deeply about the impact our three trusted products are making on patients’ lives. Consequently, I am even more enthusiastic for Pacira and the patients we serve. This is a special company that I am humbled and honored to lead through its next phase of growth. | | | | | ||
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| | | | | | FRANK D. LEE Chief Executive Officer | | | | | |
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| | EXPAREL® (bupivacaine liposome injectable suspension) is an extended-release local anesthetic administered at the time of surgery to control pain and reduce or eliminate the use of opioids for acute postsurgical pain. EXPAREL turns off the body’s pain signals, numbing the area where surgery has occurred for several days following the procedure. To date, EXPAREL has been used in over 14 million patients. EXPAREL is the only non-opioid, single-dose, long-acting local analgesic approved for infiltration, field block, interscalene brachial plexus nerve block, sciatic nerve block in the popliteal fossa, and adductor canal block. | | | | ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) is the first and only extended-release, intra-articular, corticosteroid injection indicated for the management of osteoarthritis knee pain. ZILRETTA employs a proprietary microsphere technology combining triamcinolone acetonide—a commonly administered, immediate-release corticosteroid—with a poly lactic-co-glycolic acid matrix to provide extended pain relief. | | | | The ioveraº® system is a novel, FDA-approved non-opioid treatment that alleviates pain through a mechanism known as cryoanalgesia, which applies intensely focused cold therapy to a specific nerve to interrupt its ability to transmit a pain signal. Results can be felt immediately after ioveraº treatment with pain relief that can last three months, and in some cases longer, as the nerve regenerates over time. | |
| | | | | Pacira BioSciences, Inc.5401 West Kennedy BoulevardSuite 890Tampa, Florida 33609www.pacira.com | |
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| | | | | A Message from Our Chief Executive Officer | | | | |
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FRANK D. LEE
Chief Executive Officer
Pacira has market-leading products, a clear sense of purpose, a talented team, and an unwavering commitment to our corporate mission and the impact that our three trusted products are making on patients’ lives. Consequently, we are enthusiastic for the opportunities that lie ahead for Pacira and the patients we serve.
To Our Stockholders,
2023 Accomplishments
2023 marked our tenth consecutive year of positive operating cash flows and we are on strong financial and operational footing to expand our position as the Therapeutic Area Leader in opioid-sparing postsurgical pain management. 2024 will be a key setup year to ensure we are well-positioned to drive significant and sustainable growth in 2025 and beyond. To that end, we are reshaping our executive team, reallocating ex-U.S. and early-stage development resources to the U.S. market, and reprioritizing investments to focus on the start of the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act and operational excellence.
EXPAREL drove profitability through its continued acceptance among healthcare providers as the market’s leading branded long-acting, local analgesic for opioid-sparing postsurgical pain management. Now in its thirteenth year on the market, EXPAREL has treated more than 14 million patients, which reflects the significant impact we are making on patients’ lives.
Among our key accomplishments in 2023 were the regulatory approvals for two key lower extremity nerve blocks and the inclusion of NOPAIN in Congress’s bipartisan Consolidated Appropriations Act of 2023.
This year we are launching EXPAREL for lower extremity nerve blocks to our customers, which we believe is going to grow into a $100 million annual opportunity over time. We have a strong presence in total knee arthroplasty (“TKA”), where anesthesiologists are already performing adductor canal blocks with bupivacaine. Consequently, we expect a faster uptake in this segment, which represents more than one million annual procedures. Conversely, we have a very limited presence in other lower extremity procedures, such as anterior cruciate ligament (“ACL”) repair or foot and ankle procedures. We expect uptake in these segments to be slower. Importantly, we are going to market with an overwhelmingly positive body of data from two head-to-head Phase 3 studies demonstrating four days of superiority to bupivacaine. With respect to safety, EXPAREL was well tolerated with a safety profile consistent with bupivacaine.
As for NOPAIN, this legislation is a real testament to Pacira’s leadership in non-opioid pain management. We believe NOPAIN will be significant for both patients and Pacira. Currently, products used to manage postsurgical pain are largely reimbursed as part of a bundled procedure payment. Bundled reimbursement incentivizes the use of cheaper, generic approaches to managing postsurgical pain that often incorporate opioids. Financial pressures facing healthcare systems further incentivize cost-driven approaches. Pacira recognized early on that bundled reimbursement caused the surgical suite to become an unintended and alarming gateway to chronic opioid use. The company started Voices for Non-Opioid Choices—a nonpartisan coalition that is the champion
MESSAGE FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER
behind getting NOPAIN over the finish line. NOPAIN mandates separate CMS reimbursement of non-opioid therapies for postsurgical pain relief across all outpatient settings. It will eliminate the cost barrier through separate reimbursement outside of the surgical bundle for outpatient procedures beginning in January 2025.
Our Mission and Culture
Pacira has market-leading products, a clear sense of purpose, a talented team, and an unwavering commitment to our corporate mission and the impact that our three trusted products are making on patients’ lives. Consequently, we are enthusiastic for the opportunities that lie ahead for Pacira and the patients we serve. This is a special company that I am both humbled and honored to lead through its next phase of growth. Going forward, we will focus on fostering a culture we call One Pacira, grounded on key values and behaviors that include trust, transparency, two-way communication, talent development, and diversity, equity, and inclusion. Throughout my career, I have experienced firsthand how a positive corporate culture plays an essential role in attracting and retaining top talent and driving strong organizational and operational performance.
Commitment to Sustainability
Pacira’s longstanding commitment to sustainability was one of the driving factors behind my decision to join the Company. Our team holds a strong and shared belief that responsible corporate citizenship and sustainable performance are vital to the health of our Company. We’re driving opioid-sparing innovation every day to provide better ways to manage pain safely and effectively, with a commitment to our patients, our culture, and our communities at the core of everything we do.
While we have achieved much, our work is not yet done. In 2024, our Compensation Committee has tied nearly one-third of our corporate goals to be centered around Culture and People. This includes investment in employee development and advancement of our Environmental, Social and Governance (“ESG”) programs.
Building Shareholder Value
Looking ahead, we will hold ourselves accountable to build real shareholder value. We have a commercial portfolio of three best-in-class opioid-sparing products and we remain confident in our ability to grow EXPAREL to blockbuster status by advancing key growth drivers in 2024 and beyond. These include launching EXPAREL in two new lower extremity nerve block indications, preparing for the rollout of NOPAIN in 2025, and expanding patient access to EXPAREL through 340B drug program pricing and new group purchasing organization partnerships.
I want to thank you, our shareholders, and partners on this journey, for the warm welcome and encouragement I’ve received since taking the helm at Pacira.
Together, we are changing the course of pain management and, hopefully, saving patients from the deadly effects of opioid addiction.
All the best,
Chief Executive Officer
| | | | | Notice of the 2024 Annual Meeting of Stockholders of Pacira BioSciences, Inc. | | | | |
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| | When | |
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| | Tuesday, June 11, 20241:30 p.m. Pacific Time | |
| | Where | |
| | Pacira Offices 10410 Science Center DriveSan Diego, California 92121 | |
| | Record Date | |
| | Only stockholders of record at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment thereof. | |
| · · · · Items of Business · · · Board Recommendation · · · Page Reference · · | ||||||||||||||||
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| | | 1 | | | Election of four Class I directors to our board of directors to serve until the 2027 Annual Meeting of Stockholders | | | | | FOR eachnominee | | | 17 | | | |
| | | 2 | | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | | | | | FOR | | | 43 | | | |
| | | 3 | | | Approval, on an advisory basis, of the compensation of our named executive officers | | | | | FOR | | | 51 | | | |
| | | 4 | | | Transact any other business properly brought before the Annual Meeting | | | | | | | | | | | |
| | How to Vote | | |||
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| | YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. | | | Have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form with your 16-digit control number and follow the instructions. | |
| | | | | Internet | | | Telephone | | | Mobile Device | | | | | At the Annual Meeting | | |
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| | REGISTERED HOLDERS | | | www.proxyvote.com | | | Within theUnited Statesand Canada,1-800-690-6903(toll-free) | | | Scan the QR code | | | Return a properly executed proxy card | | | In person | |
| | BENEFICIAL OWNERS (HOLDERS IN STREET NAME) | | | www.proxyvote.com | | | Within theUnited Statesand Canada,1-800-454-8683(toll-free) | | | Scan the QR code | | | Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank, trustee, or other nominee makes available | | | In person. However, since you are not a stockholder of record you may not vote your shares in person at the Annual Meeting without obtaining a legal proxy from your broker, bank, trustee, or other nominee or custodian. | |
| | DEADLINE | | | 11:59 p.m. Eastern Time on June 10, 2024,if you are a registered holder | | | If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee | | |||||||||
Notice of the 2024 Annual Meeting of Stockholders of Pacira BioSciences, Inc.
You can find more information, including the nominees for directors and details regarding our independent registered public accounting firm and executive compensation in the attached proxy statement.
The list of stockholders entitled to vote at the Annual Meeting will be available for examination by
stockholders for any purpose germane to the Annual Meeting, upon request, for the 10 days prior to the Annual Meeting at our principal executive office, 5401 West Kennedy Boulevard, Suite 890, Tampa, Florida 33609.
Please read the enclosed information carefully before submitting your proxy.
| | | | By Order of the Board of Directors, Chief Administrative Officer and Secretary Pacira BioSciences, Inc.5401 West Kennedy BoulevardSuite 890Tampa, Florida 33609 April 22, 2024 | |
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| | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024 | | | |||
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| | | This proxy statement and our annual report to stockholders are available at www.proxyvote.com | | | |||
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| | | The Notice of Annual Meeting of Shareholders, this Proxy Statement and our 2023 Annual Report on Form 10-K are available on our website at investor.pacira.com. The information that appears on or is accessible through our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or the Notice. | | | |||
| | | | | Pursuant to rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of these materials, lowers the costs of our Annual Meeting, and reduces the environmental impact of mailing printed copies. | | | |
| | | Accordingly, on or about April 22, 2024, we first mailed to each of our stockholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement and our 2023 Annual Report on Form 10-K, on the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received the Notice by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.proxyvote.com. | | | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.