SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 8, 2011
K-V PHARMACEUTICAL COMPANY
(Exact name of registrant as specified in its charter)
(Registrants 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:
On September 8, 2011, K-V Pharmaceutical Company (the Company) entered into an Engagement Letter Agreement (Agreement) with Gregory S. Bentley, Esq., a member of the Board of Directors of the Company. The Agreement is for Mr. Bentley to serve as outside legal counsel to the Company on certain matters related to Makena and other such legal matters that may be agreed upon from time to time. The legal advice and services will be billed at an hourly rate of $350. Mr. Bentley also will be entitled to reimbursement for related out-of-pocket expenses. The Agreement may be terminated at any time by either party.
At a Board of Directors meeting held on September 8, 2011, the Companys Board of Directors approved the recommendation of its Compensation Committee that the Company grant discretionary bonuses to: Gregory J. Divis, President and Chief Executive Officer of the Company, in the amount of $130,000; and Thomas S. McHugh, Chief Financial Officer and Treasurer of the Company, in the amount of $75,000. Also in accordance with the recommendation of the Compensation Committee, the Board of Directors elected not to increase the base salary of any executive officer of the Company.
At the Annual Meeting of Company Stockholders held on September 8, 2011, the stockholders: (1) elected Robert E. Baldini, Gregory S. Bentley, Mark A. Dow, David S. Hermelin, Joseph D. Lehrer, David Sidransky, M.D., and Ana I. Stancic to serve as directors with terms expiring at the Annual Meeting of Stockholders to be held in 2012; (2) approved the K-V Pharmaceutical Company Long-Term Incentive Plan; (3) approved the advisory resolution on the compensation of executive officers; (4) adopted one year as the frequency of shareholder votes on executive compensation; and (5) ratified the appointment of the independent registered public accounting firm, BDO USA, LLP, as the Companys registered independent accounting firm for the fiscal year ending March 31, 2012.
The matters acted upon at the Annual Meeting, and the voting tabulation for each matter, were as follows:
The Company has decided that it will include a shareholder vote on the compensation of executives in its proxy materials annually until the next required vote on the frequency of stockholder votes on executive compensation.
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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.
Dated: September 14, 2011