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
April 16, 2008
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-32335
|
|
88-0488686 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 11388 Sorrento Valley Road, San Diego, California
|
|
92121 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (858) 794-8889
| |
| 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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Approval of 2008 Senior Executive Incentive Structure
On April 16, 2008, the Compensation Committee of Halozyme Therapeutics, Inc. (the “Company”),
as previously authorized by the Company’s Board of Directors, finalized cash and equity incentive
policies (the “2008 Incentive Structure”) applicable to the Company’s executive officers for 2008.
The material terms of the 2008 Incentive Structure are summarized as follows:
Senior Executive Incentive Structure
The 2008 Incentive Structure is comprised of potential cash and equity awards for the
Company’s senior executive officers subject to the accomplishment of certain individual and Company
goals in 2008.
The aggregate amount of cash awards for senior executive officers will be determined by the
amount that the Company’s stock appreciates during the course of 2008. If the Company’s stock does
not appreciate during 2008, there will be no cash award pool for senior executive officers. If the
Company’s stock does appreciate during 2008, the size of the cash pool will equal a percentage of
the overall increase to market capitalization (as adjusted to remove the impact of any shares
issued during the course of 2008). The applicable percentage will not be a flat percentage, but
will instead represent one-one hundredth of the year-over-year increase to the adjusted market
capitalization with a maximum applicable percentage of 2% (based on increases to market
capitalization of 200% or greater). For example, a 10% increase in adjusted market capitalization
will result in a cash award pool of approximately $50,000 while a 40% increase in adjusted market
capitalization will result in a cash award pool of roughly $850,000. Once the size of the cash
pool is established, the Company’s Chief Executive Officer will make a recommendation to the
Compensation Committee on the allocation of the pool among the senior executive officers eligible
to participate in the pool. The Compensation Committee will ultimately make a recommendation to
the full Board of Directors on the amount of senior executive cash awards, and the Board of
Directors will have the flexibility of approving an aggregate amount of cash awards that is higher
or lower than the aggregate amount determined pursuant to the calculation described above.
Maximum equity awards were also established for each executive officer (amounts for selected
members of senior management are set forth in the table below), and the actual amount to be awarded
will be based upon the accomplishment of individual performance criteria during 2008. The
individual performance criteria for specific members of senior management varies from position to
position. If a member of senior management does not meet all individual performance criteria, that
person will still be eligible to receive a portion of their maximum equity award; provided,
however, that at least 75% of that person’s performance criteria must be met in order to receive an
equity award.
| |
|
|
|
|
| |
|
Maximum |
| |
|
Stock Option Grant |
Jonathan E. Lim (President and Chief Executive Officer)
|
|
|
150,000 |
|
David A. Ramsay (Chief Financial Officer)
|
|
|
40,000 |
|
Robert Little (Vice President — Chief Commercial Officer)
|
|
|
40,000 |
|
Richard Yocum (Vice President — Clinical Development)
|
|
|
40,000 |
|
Gregory I. Frost (Chief Scientific Officer)
|
|
|
40,000 |
|
William Fallon (Vice President — Manufacturing and Operations)
|
|
|
40,000 |
|
Matthew Hooper (Vice President — General Counsel)
|
|
|
40,000 |
|
As with cash awards, the Board of Directors will have the flexibility of approving equity
awards that are higher or lower than the amounts determined pursuant to the formula described
above.
Adoption of Change in Control Policy
Last, in addition to finalizing the 2008 Incentive Structure, the Board has also adopted a
Change in Control Policy applicable to senior executive officers. This policy provides for cash
payments, continued healthcare coverage and accelerated vesting of subsequently granted equity
awards for any senior executive officer who is terminated for a reason other than cause within
twelve months of a change in control transaction. The cash payments, to be made in a lump sum
payment, will equal a multiple of the senior executive’s then-current base salary (twice the salary
of the Company’s Chief Executive Officer and one and a half times the salary of all