UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2010 (February 24, 2010)
Cytokinetics, Incorporated
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
000-50633
|
|
94-3291317 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of Incorporation
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| 280 East Grand Avenue, South San |
|
|
| Francisco, California
|
|
94080 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (650) 624-3000
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 (see General Instruction
A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| o |
|
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 Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers |
(e) On February 24, 2010, the Compensation & Talent Committee of the Board of Directors (the
“Committee”) of Cytokinetics, Incorporated (the “Company”) voted to approve the bonuses, stock
option grants and salary increases for the Company’s named executive officers (as defined in
Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission) with
respect to the performance of the Company and such officers for the fiscal year ended December 31,
2009. The bonus payments were based on individual executive’s performance relative to specified
goals, as well as the Company’s performance relative to
specified corporate goals, and other factors. In addition,
the Committee exercised its discretion in determining each
individual’s overall achievement level. The salary increases for our named executive officers, which are
effective as of March 1, 2010, were based on a review of each officer’s respective 2009 performance
relative to both the Company’s and the individual’s goals,
the role each executive is expected to play in 2010, competitive
salary data provided by third-party executive compensation
consultants, and other factors.
The 2009 bonuses and 2010 salaries approved by the Committee were as follows:
2009 Bonus and 2010 Salary Information for Named Executive Officers
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
2009 |
|
2010 Base |
| Name |
|
Title |
|
Bonus |
|
Salary |
Robert I. Blum
|
|
President and Chief
Executive Officer
|
|
$ |
225,000 |
|
|
$ |
525,000 |
|
|
|
|
|
|
|
|
|
|
|
|
David J. Morgans
|
|
Executive Vice President,
Preclinical Research and
Development
|
|
$ |
127,050 |
|
|
$ |
379,500 |
|
|
|
|
|
|
|
|
|
|
|
|
Sharon A. Barbari
|
|
Executive Vice President,
Finance and Chief
Financial Officer
|
|
$ |
133,920 |
|
|
$ |
383,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Andrew A. Wolff
|
|
Senior Vice President,
Clinical Research and
Development and Chief
Medical Officer
|
|
$ |
97,125 |
|
|
$ |
378,250 |
|
At the February 24, 2010 meeting, the Committee established the prospective 2010 target bonus award
percentages for the named executive officers. Under the Company’s Executive Bonus Plan, the target
bonus for the President and Chief Executive Officer is 50% of his base salary, the target bonus for
individuals at the Executive Vice President level is 40% of the individual’s base salary, and the
target bonus for individuals at the Senior Vice President level is 30% of the individual’s base
salary.
On February 24, 2010, the Committee also granted to the named executive officers stock options to
purchase the Company’s common stock. All such stock options were granted under the Company’s 2004
Equity Incentive Plan. Options granted to the named executive officers had an exercise price of
$3.08 per share, the closing price of the Company’s common stock on February 24, 2010, the date of
grant. The options vest in equal monthly installments over a 48-month period, subject to continuous
active service to the Company during such period. The stock option grants approved by the Committee
were as follows:
| |
|
|
|
|
|
|
| |
|
|
|
Stock Option |
| Name |
|
Title |
|
Grants |
Robert I. Blum
|
|
President and Chief Executive Officer
|
|
|
270,000 |
|
|
|
|
|
|
|
|
David J. Morgans
|
|
Executive Vice President,
Preclinical Research and Development
|
|
|
135,000 |
|
|
|
|
|
|
|
|
Sharon A. Barbari
|
|
Executive Vice President, Finance
and Chief Financial Officer
|
|
|
135,000 |
|
|
|
|
|
|
|
|
Andrew A. Wolff
|
|
Senior Vice President, Clinical
Research and Development and
Chief Medical Officer
|
|
|
135,000 |
|
Additional information regarding compensation of the named executive officers, including the
factors considered by the Compensation Committee in determining compensation, will be included in
the Company’s 2010 proxy statement.