--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-027374" form_type: "8-K" ticker: "HRTX" cik: "0000818033" company_name: "HERON THERAPEUTICS, INC. /DE/" filed_at: "2023-06-12T23:59:59+00:00" generated_at: "2026-06-14T03:23:05.564111+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Heron Therapeutics appoints William Forbes as Chief Development Officer; authorized shares increased to 225M ## Summary - Kimberly Manhard resigned as EVP, Drug Development effective June 6, 2023, amicably; replaced by William Forbes, Pharm.D., as EVP, Chief Development Officer. - Forbes received inducement grants: option for 500K shares, 50K RSUs, and performance option for 700K shares tied to stock price goals. - Stockholders approved charter amendment increasing authorized common shares from 150M to 225M, effective June 9, 2023. - All six proposals at 2023 Annual Meeting passed, including director elections, auditor ratification, and equity plan amendments. ## SEC filing metadata - accession: 0000950170-23-027374 - form_type: 8-K - ticker: HRTX - cik: 0000818033 - company_name: HERON THERAPEUTICS, INC. /DE/ - filed_at: 2023-06-12T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/hrtx-20230606.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-027374 - JSON: https://secwatch.observer/filing/0000950170-23-027374.json - Plain text: https://secwatch.observer/filing/0000950170-23-027374.txt ## Key facts - Executive change William Forbes was appointed as Executive Vice President, Chief Development Officer at HERON THERAPEUTICS, INC. /DE/. - Action: appointed - Role: Executive Vice President, Chief Development Officer source text: Additionally, effective as of June 6, 2023, William Forbes joined the Company as Executive Vice President, Chief Development Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Executive change Kimberly Manhard resigned as Executive Vice President, Drug Development at HERON THERAPEUTICS, INC. /DE/. - Action: resigned - Role: Executive Vice President, Drug Development source text: Kimberly Manhard resigned as Executive Vice President, Drug Development of the Company, effective June 6, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Governance Changes HERON THERAPEUTICS, INC. /DE/: Amendment to Certificate of Incorporation to increase authorized shares of common stock from 150,000,000 to 225,000,000 (effective 2023-06-09). - Change: charter amendment - Effective: 2023-06-09 source text: At the Annual Meeting, the Company’s stockholders approved and adopted an amendment to the Company’s Certificate of Incorporation, to increase the total number of shares of common stock authorized for issuance from 150,000,000 shares to 225,000,000 shares (the “ Charter Amendment ”). evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Shareholder Votes HERON THERAPEUTICS, INC. /DE/ shareholders approved Amendment to the Company’s 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of common stock authorized for issuance from 30,700,000 to 39,190,000.. - Proposal: equity plan - Outcome: passed source text: Proposal 5: Amendment to the Company’s 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 30,700,000 to 39,190,000: For Against Abstain Broker Non-Votes 56,253,856 14,934,421 288,677 23,588,686 evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Shareholder Votes HERON THERAPEUTICS, INC. /DE/ shareholders approved Amendment to the Company’s Certificate of Incorporation to increase the aggregate number of authorized shares of common stock by 75,000,000 from 150,000,000 to 225,000,000.. - Proposal: charter amendment - Outcome: passed source text: Proposal 4: Amendment to the Company’s Certificate of Incorporation to increase the aggregate number of authorized shares of common stock by 75,000,000 from 150,000,000 to 225,000,000: For Against Abstain Broker Non-Votes 68,794,453 2,476,711 205,790 23,588,686 evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Shareholder Votes HERON THERAPEUTICS, INC. /DE/ shareholders approved Election of seven director nominees to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.. - Proposal: director election - Outcome: passed source text: Proposal 1: Election of seven director nominees to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Name of Director Nominee For Against Abstain Broker Non-Votes Adam Morgan 70,193,794 982,661 300,499 23,588,686 Craig Collard 70,704,459 680,282 92,213 23,588,686 Sharmila Dissanaike 69,647,185 1,529,163 300,606 23,588,686 Craig Johnson 69,771,541 1,405,655 299,758 23,588,686 Kevin Kotler 70,231,798 938,366 306,790 23,588,686 Susan Rodriguez 69,745,506 1,434,506 296,942 23,588,686 Christian Waage 69,684,886 1,485,469 306,599 23,588,686 evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Shareholder Votes HERON THERAPEUTICS, INC. /DE/ shareholders approved Advisory vote to approve compensation paid to the Company’s Named Executive Officers during the year ended December 31, 2022. at the 2022-12-31 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-31 source text: Proposal 3: Advisory vote to approve compensation paid to the Company’s Named Executive Officers during the year ended December 31, 2022: For Against Abstain Broker Non-Votes 69,340,148 1,730,470 406,336 23,588,686 evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Shareholder Votes HERON THERAPEUTICS, INC. /DE/ shareholders approved Amendment to the Company’s 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of common stock authorized for issuance from 1,825,000 to 2,225,000.. - Proposal: equity plan - Outcome: passed source text: Proposal 6: Amendment to the Company’s 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of common stock authorized for issuance thereunder from 1,825,000 to 2,225,000: For Against Abstain Broker Non-Votes 69,697,124 1,603,862 175,968 23,588,686 evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm - Shareholder Votes HERON THERAPEUTICS, INC. /DE/ shareholders approved Ratification of the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2023. at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Proposal 2: Ratification of the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2023: For Against Abstain Broker Non-Votes 94,461,433 384,912 219,295 0 evidence_url: https://www.sec.gov/Archives/edgar/data/818033/000095017023027374/0000950170-23-027374-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.