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 17, 2017
 
Acorda Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

Delaware	 	000-50513	 	13-3831168	
(State or other jurisdiction	 	(Commission	 	(I.R.S. Employer	
of incorporation)	 	File Number)	 	Identification No.)	
 	 	 	 	 	
 	 	420 Saw Mill River Road,
Ardsley, NY	 	10502	
 	 	(Address of principal executive offices)	 	(Zip Code)	
 	 	 	 	 	
Registrant’s telephone number, including area code:   (914) 347-4300	
 
Not Applicable
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))

 

 
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	
 
On February 21, 2017, Acorda Therapeutics, Inc. (the “Company”) announced that Catherine D. Strader, Ph.D., was elected to the Company’s Board of Directors effective February 17, 2017 as one of the Company’s Class I Directors whose term expires at the Company’s 2018 annual meeting.  In connection with Dr. Strader’s election to the Board, in accordance with the authority set forth in the Company’s Bylaws, the Board expanded the size of the Board from eight (8) to nine (9) directors and the number of Class I directors from two (2) to three (3). Dr. Strader was also elected to serve as a member of the Board’s Research & Development Committee.
 
Upon her appointment to the Board of Directors, Dr. Strader became entitled to compensation in accordance with our director compensation policy. Pursuant to this policy as currently in effect, each of our directors receives a base annual cash retainer of $50,000, and each member of the Research & Development Committee receives an additional annual cash retainer of $7,000. In the case of a director who is elected to the Board of Directors other than at an annual meeting of our stockholders, such as Dr. Strader, the retainer will be prorated based on the portion of the current term (which ends with our next annual meeting, and which in Dr. Strader’s case is the 2017 annual meeting) that she will serve as a member of the Board of Directors. Also, as a new member of the Board of Directors, Dr. Strader has been awarded an initial stock option grant for 25,000 shares of our common stock, and she will be entitled to receive annual stock option grants. Under the director compensation policy, annual stock option grants are made each year on the date of our annual meeting of stockholders. Currently, our directors receive an annual stock option grant for 15,000 shares of our common stock. Options awarded to our directors vest over a one-year period in equal quarterly installments, have a ten year term (which may be shortened if a director’s membership on our board terminates), and have an exercise price equal to the fair market value of our common stock on the date of grant (equal to the closing price of our common stock on the NASDAQ market on the date of grant). In the case of a new director such as Dr. Strader, who was not first elected to our Board at an annual meeting of stockholders, her first annual stock option grant will be awarded when her initial stock option grant is fully vested (i.e., on the first anniversary of her election to the Board), and the amount of that first annual award will be prorated based on the period of time between the grant date of the annual award and the date of our 2018 annual meeting. Our directors are also reimbursed for appropriate expenses related to their service on our Board.
 
There is no arrangement or understanding between Dr. Strader and any other persons or entities pursuant to which Dr. Strader was appointed as a director.
 
Since the beginning of the Company’s 2016 fiscal year, neither Dr. Strader nor any immediate family member of Dr. Strader has been a party to any transaction or currently proposed transaction with Dr. Strader that is reportable under Item 404(a) of Regulation S-K.
 
A copy of the press release announcing Dr. Strader’s election to the Board of Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item.

 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits

Exhibit No.
 	Description
 	
99.1	Press Release dated February 21, 2017	

 
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.
 
 	Acorda Therapeutics, Inc.	
 	 	 	
February 21, 2017	By:	/s/ David Lawrence	
 	 	Name: David Lawrence	
 	 	Title: Chief, Business Operations and Principal Accounting Officer	

 
EXHIBIT INDEX

Exhibit No.
 	Description
 	
99.1	Press Release dated February 21, 2017	

EXHIBIT 99.1

CONTACT:
 
Jeff Macdonald
Acorda Therapeutics, Inc.
(914) 326-5232
jmacdonald@acorda.com
 
FOR IMMEDIATE RELEASE

Catherine D. Strader, Ph.D., Joins Acorda Therapeutics Board of Directors
 
ARDSLEY, N.Y. – February 21, 2017 – Acorda Therapeutics, Inc. (Nasdaq: ACOR) today announced that Catherine D. Strader, Ph.D., has joined its board of directors, effective February 17. Dr. Strader is currently a founding partner at Synergy Partners R&D Solutions.    
 
“I am delighted to welcome Dr. Strader to Acorda’s board of directors,” said Ron Cohen, M.D., Acorda's President and CEO. “Catherine brings decades of experience as both a drug developer and biopharmaceutical business executive with an outstanding track record of achievement. I expect her to add significant value to the Board and the Company as we continue to develop our pipeline and grow our business.”
 
“I am excited to be joining Acorda’s board of directors,” said Dr. Strader. “The Company has a promising pipeline of innovative neurological therapies. I’m looking forward to working with Ron, the Board and the management team to help advance these programs.”
 
Dr. Strader will be filling a newly-added Board seat and will be up for re-election in 2018.
 
Prior to founding Synergy Partners R&D Solutions, Dr. Strader held executive leadership positions at both Merck, where she was Vice President and Site Head, and Schering-Plough, where she was Executive Vice President of Discovery Research and Chief Scientific Officer. She has guided more than 50 compounds through drug discovery and development during her career. At Merck, she led an external research initiative, with responsibility for developing and implementing an integrated strategy for building Merck's early pipeline using external sources of innovation.

At Schering-Plough, Dr. Strader had both strategic and operational responsibility for the company’s global small molecule and biologics discovery research portfolio, when she and her team initiated many of the programs that currently populate the Merck portfolio.
 
Dr. Strader received her B.S. in Chemistry from the University of Virginia and her Ph.D. in Chemistry from the California Institute of Technology. She did her postdoctoral training as a Howard Hughes Fellow in Robert Lefkowitz’s laboratory at Duke University and is the author of more than 150 scientific publications.

 

About Acorda Therapeutics
Founded in 1995, Acorda Therapeutics is a biotechnology company focused on developing therapies that restore function and improve the lives of people with neurological disorders.
 
Acorda has an industry leading pipeline of novel neurological therapies addressing a range of disorders, including Parkinson’s disease, migraine and multiple sclerosis. Acorda markets three FDA-approved therapies, including AMPYRA ® (dalfampridine) Extended Release Tablets, 10 mg.
 
For more information, please visit the Company’s website at: www.acorda.com.
 
Forward-Looking Statement
This press release includes forward-looking statements. All statements, other than statements of historical facts, regarding management's expectations, beliefs, goals, plans or prospects should be considered forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including: the ability to realize the benefits anticipated from the Biotie and Civitas transactions, among other reasons because acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; the ability to successfully integrate Biotie’s operations and Civitas’ operations, respectively, into our operations; we may need to raise additional funds to finance our expanded operations and may not be able to do so on acceptable terms; our ability to successfully market and sell Ampyra (dalfampridine) Extended Release Tablets, 10 mg in the U.S.; third party payers (including governmental agencies) may not reimburse for the use of Ampyra or our other products at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; the risk of unfavorable results from future studies of Ampyra or from our other research and development programs, including CVT-301 or any other acquired or in-licensed programs; we may not be able to complete development of, obtain regulatory approval for, or successfully market CVT-301, any other products under development, or the products that we will acquire when we complete the Biotie transaction; the occurrence of adverse safety events with our products; delays in obtaining or failure to obtain and maintain regulatory approval of or to successfully market Fampyra outside of the U.S. and our dependence on our collaborator Biogen in connection therewith; competition; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies.
 
These and other risks are described in greater detail in our filings with the Securities and Exchange Commission. We may not actually achieve the goals or plans described in our forward-looking statements, and investors should not place undue reliance on these statements. Forward-looking statements made in this press release are made only as of the date hereof, and we disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
 
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