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ANI PHARMACEUTICALS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 27, 2014

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.



Fourth Amended and Restated 2008 Stock Incentive Plan

At the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of ANI Pharmaceutical, Inc. (the "Company") held on May 22, 2014, the Company's stockholders approved the Company's Fourth Amended and Restated 2008 Stock Incentive Plan (which is referred to herein as the "Fourth Amended and Restated 2008 Plan" or in some cases, the "plan"). The Fourth Amended and Restated 2008 Plan provides for the following changes:



makes an additional 894,445 shares of common stock available for issuance;

adds provisions to allow performance-based awards granted to the Company's

executive officers under the Plan to be fully deductible to the Company

pursuant to Section 162(m) of the Internal Revenue Code;



removes the limit on the number of shares available for issuance as "full

value" awards such as restricted stock and performance-based restricted

units; and



extends the expiration date of the Current 2008 Plan to ten years from the

date of the Annual Meeting. A detailed description of the Fourth Amended and Restated 2008 Plan is included in the Company's Definitive Proxy Statement, filed April 11, 2014 (the "Proxy Statement"). Option Awards As a result of the approval of the Fourth Amended and Restated 2008 Plan by the Company's stockholders at the Annual Meeting, the Company granted options to the Company's full-time employees, including the named executive officers as described below, to purchase the Company's common stock. The Board of Directors of the Company had approved such awards, subject to stockholder approval of the Fourth Amended and Restated 2008 Plan, on July 12, 2013 and August 1, 2013. Compensation, other than option awards, for the named executive officers of the Company for the fiscal year ended December 31, 2013 was previously reported by the Company in the Summary Compensation Table beginning on page 38 of the Proxy Statement. As of the filing of the Proxy Statement, option awards for named executive officers had not been determined and, therefore, were omitted from the Summary Compensation Table included in the Proxy Statement. Pursuant to Item 5.02(f) of Form 8-K, below is a revised Summary Compensation Table, which includes the option awards granted to the named executive officers and revised total compensation figures for the fiscal year ended December 31, 2013. No other amounts have changed. Summary Compensation Table Non-qualified Non-Equity Deferred All Other Name and Principal Stock Awards Option Incentive Plan Compensation Compensation Position Year Salary (1) Bonus (2)

(3) Awards (4) Compensation (5) Earnings (6) Total Arthur S. Przybyl 2013 $ 200,543$ 200,000$ 2,072,006$ 2,327,231 (4) $ 187,688 $ - $ 5,343 $ 4,992,811 President, Chief Executive Officer and Director Charlotte C. Arnold 2013 $ 133,562$ 100,000$ 627,286$ 1,076,593 (4) $ 100,000 $ - $ - $ 2,037,441 Vice President and Chief Financial Officer Robert Schrepfer 2013 $ 91,404 $ - $ - $ 1,115,169 (4) $ 98,000 $ - $ - $ 1,304,573 Vice President, New Business Development and Contract Manufacturing James G. Marken 2013 $ 131,433 $ - $ 530,994$ 718,400 (4) $ 73,805 $ - $ - $ 1,454,632



Vice President, Operations

Robert J. Jamnick 2013 $ 112,551 $ - $ 502,596$ 718,400 (4) $ 63,202 $ - $ - $ 1,396,749 Vice President, Quality and Product Development Stephen M. Simes (7) 2013 $ 382,634 $ - $ - $ - $ - $ - $ 1,521,812$ 1,904,446 Former Vice Chairman, 2012 $ 496,700 $ - $ - $ 419,999 $ 200,000 $ - $ 31,749$ 1,148,448 President and Chief Executive Officer Phillip B. Donenberg (7) 2013 $ 172,360 $ - $ - $ - $ - $ - $ 793,709$ 966,069 Former Senior Vice 2012 $ 308,000 $ - $ - $ 149,625 $ 100,000 $ - $ 28,113$ 585,738 President of Finance, Chief Financial Officer and Secretary 2



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(1) For Mr. Przybyl, Ms. Arnold, Mr. Marken, and Mr. Jamnick, represents salary

paid following the completion of the Merger on June 19, 2013, when such

persons became employees of the Company. For Mr. Schrepfer, represents salary

paid following his employment with the Company effective as of August 12,

2013.



(2) Represents discretionary performance cash bonuses paid to Mr. Przybyl and Ms.

Arnold in respect of the completion of the Merger.



(3) Represents the dollar value of transaction bonus amounts payable in stock of

the combined company following the Merger to Mr. Przybyl, Ms. Arnold, Mr.

Marken and Mr. Jamnick pursuant to transaction bonus agreements, initially

dated September 22, 2012, as amended on December 28, 2012 with respect to Mr.

Przybyl and Ms. Arnold only, and as finally amended on April 12, 2013,

between ANIP Acquisition Company ("ANIP") and each of such named executive

officers. The transaction bonus amounts were based on the net proceeds available for distribution to ANIP's stockholders in connection with the Merger. The number of shares of the Company's common stock issued to Mr.



Przybyl, Ms. Arnold, Mr. Marken and Mr. Jamnick pursuant to the transaction

bonus agreements were 327,748, 99,208, 72,540, and 68,660, respectively,

prior to withholding for taxes. All share numbers have been adjusted

retroactively to reflect the one-for-six reverse stock split effected on July

17, 2013.



(4) On July 12, 2013, in respect of compensation determinations relating to the

completion of the Merger, the Board of Directors of the Company approved the

grant of options to purchase the Company's common stock to all of the

Company's full-time employees, including applicable the named executive

officers, at that date at an exercise price of $6.36, the closing price of

the Company's common stock on The NASDAQ Global Market on July 12, 2013, as

adjusted to reflect the one-for-six reverse stock split effected on July 17,

2013. The awards were made contingent upon receipt by the Company of

stockholder approval of such awards. On May 22, 2014, the Company's

stockholders approved such awards at the Annual Meeting. The options vest in

an equal annual amount over a four-year period beginning on the first

anniversary of the grant date. The dollar values with respect to the stock

options, based on the Black-Scholes option pricing model using the closing

price of Company's stock on May 22, 2014, which was $29.61, for Mr. Przybyl

is $2,327,231, for Ms. Arnold is $1,076,593, for Mr. Marken is $718,400 and

for Mr. Jamnick is $718,400. On August 1, 2013, the Board of Directors of the

Company approved, subject to stockholder approval, the grant of options to

purchase 46,250 units of the Company's common stock to Mr. Schrepfer, at an

exercise price of $6.60, the closing price of the Company's common stock on

The NASDAQ Global Market on August 1, 2013. On May 22, 2014, the Company's

stockholders approved such awards at the 2014 annual meeting of stockholders.

Using the methodology described above, the total dollar value of the options

granted to Mr. Schrepfer is $1,115,169.



(5) Represents 100% of the targeted cash incentive opportunity paid in respect of

achievement of the fiscal year ended December 31, 2013 key performance targets relating to the Company's net sales and EBITDA.



(6) For Mr. Przybyl, represents the prorated amount of the annual car allowance

in the amount of $10,000 that Mr. Przybyl is entitled to under his employment

agreement with the Company. For Messrs. Simes and Donenberg in 2013,

represents golden parachute compensation in the amount of $1,492,484 and

$771,232, respectively, paid to them in connection with the Merger. Also

includes (i) health, dental, life and disability insurance benefits for

Messrs. Simes and Donenberg in the amount of $13,500 and $11,801,

respectively, (ii) tax gross-ups for Messrs. Simes and Donenberg in the . . .

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 22, 2014, the following matters, all of which were set forth in the Proxy Statement were voted on at the Annual Meeting. The results of such voting are as indicated below.



1. Election of the nominees listed below to serve on the Board of Directors of

the Company for a term of one year. Nominee For Against/Withheld Broker Non-Votes 1. Robert E. Brown, Jr. 7,200,535 124,658 2,319,604 2. Arthur S. Przybyl 7,202,716 122,477 2,319,604 3. Fred Holubow 7,228,157 97,036 2,319,604 4. Ross Mangano 7,213,778 111,415 2,319,604 5. Tracy L. Marshbanks, Ph.D. 7,262,924 62,269 2,319,604 6. Thomas A. Penn 7,200,901 124,292 2,319,604 7. Daniel Raynor 7,262,830 62,363 2,319,604 2. Approval of the Company's Fourth Amended and Restated 2008 Stock Incentive Plan. For Against Abstain Broker Non-Votes 7,227,729 90,067 7,397 2,319,604



3. Ratification of the appointment of EisnerAmper LLP as the Company's

independent registered public accounting firm for the year ending December 31, 2014. For Against Abstain Broker Non-Votes 9,579,973 48,747 16,077 0 4. Approval of the compensation of the Company's named executive officers, on an advisory basis. For Against Abstain Broker Non-Votes 7,250,465 58,425 16,303 2,319,604



5. Approval of the frequency of future advisory votes on executive compensation,

on an advisory basis. 3 years 2 years 1 year Abstain Broker Non-Votes 5,806,727 15,880 1,487,174 15,412 0 On the basis of the above votes, (i) all the nominees listed above were elected to serve on the Board of Directors of the Company for a term of one year; (ii) the Fourth Amended and Restated 2008 Stock Incentive Plan was approved; (iii) appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014 was ratified; (iv) the Company's named executive officer compensation was approved, on an advisory non-binding basis; and (v) the proposal to hold an advisory non-binding vote on executive compensation every 3 years was approved, on an advisory non-binding basis. 4



Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. Exhibit No. Description 10.1 ANI Pharmaceuticals, Inc. Fourth Amended and Restated 2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2014) 10.2 Form of Incentive Stock Option Agreement under the ANI Pharmaceuticals, Inc. Fourth Amended and Restated 2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2014) 10.3 Form of Non-Statutory Stock Option Agreement under the ANI Pharmaceuticals, Inc. Fourth Amended and Restated 2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2014) 5


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