8-K

BIOMARIN PHARMACEUTICAL INC.,

a Delaware corporation

Date: February 24, 2025

/s/ G. Eric Davis

G. Eric Davis

Executive Vice President, Chief Legal Officer

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): February 20, 2025

BIOMARIN PHARMACEUTICAL INC.

(Exact name of registrant as specified in its charter)

Delaware

000-26727

68-0397820

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

770 LINDARO STREET

SAN RAFAEL, CALIFORNIA 94901

(Address of principal executive offices, including zip code)

(415) 506-6700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

BMRN

The Nasdaq Global Select Market

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.

On February 20, 2025, the Board of Directors (the “Board”) of BioMarin Pharmaceutical Inc. (the “Company”) increased the size of the Board from eleven to twelve members and appointed Timothy P. Walbert to the Board, to be effective February 24, 2025. No committee assignments are contemplated at this time.

As an independent director, Mr. Walbert will be entitled to receive the standard director fees paid to the Company’s independent directors and retainer fees paid to members of any Board committees on which he may sit, as described in the Company’s Summary of Independent Director Compensation (“the “Independent Director Compensation Summary”), previously filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2025 as Exhibit 10.22 to the Company’s Annual Report on Form 10-K.

In connection with his appointment to the Board, on February 24, 2025, Mr. Walbert will be granted a number of restricted stock units (the “RSU Grant”) pursuant to the Company’s 2017 Equity Incentive Plan, as amended, representing a pro rata share of the 2024 annual award of $400,000 for independent directors as described in the Independent Director Compensation Summary. The shares of common stock subject to the RSU Grant will vest on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders, the same vesting date for the 2024 annual award for all other independent directors.

The Company also intends to enter into an indemnification agreement with Mr. Walbert in the same form as the Company’s standard form indemnification agreement with its other directors, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2016.

Mr. Walbert was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Walbert has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

SIGNATURES

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.

SEC Form 8-K filed by BioMarin Pharmaceutical Inc.