Form 8-K

 

 

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 the earliest event reported): February 3, 2015

 

 

NEUROCRINE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-22705   33-0525145

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12780 El Camino Real, San Diego, California   92130
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 617-7600

N/A

(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

Neurocrine Biosciences, Inc. (the “Company”) maintains a bonus program for all employees of the Company, including its executive officers (the “Bonus Plan”). The Bonus Plan is administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”), in consultation with the other independent members of the Board of Directors. The purpose of the Bonus Plan is to reward employees, including executive officers, for successful achievement of specified performance goals.

The Compensation Committee, in consultation with the other independent members of the Board of Directors, may, at their sole discretion, eliminate any individual bonus or reduce or increase the amount of compensation payable with respect to any individual bonus. An executive officer must be an employee of the Company on the date of payment to qualify for a bonus under the Bonus Plan. Any executive officer who leaves the employment of the Company, voluntarily or involuntarily, prior to the payment date, is ineligible for any bonus under the Bonus Plan. On February 3, 2015, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved bonus payouts under the Bonus Plan for 2014 goal achievement. The individual amounts approved for payment to the Company’s named executive officers are set forth below:

 

Officer

  

Title

  

Bonus Amount

 

Kevin Gorman

   President and Chief Executive Officer    $ 401,256   

Timothy Coughlin

   Chief Financial Officer    $ 245,820   

Christopher O’Brien

   Chief Medical Officer    $ 275,400   

Haig Bozigian

   Chief Development Officer    $ 218,040   

Dimitri Grigoriadis

   Chief Research Officer    $ 198,660   

On February 3, 2015, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved 2015 base salaries for the Company’s named executive officers. The individual 2015 base salaries approved for the Company’s named executive officers are set forth below:

 

Officer

  

Title

  

Base Salary

 

Kevin Gorman

   President and Chief Executive Officer    $ 575,000  

Timothy Coughlin

   Chief Financial Officer    $ 422,000  

Christopher O’Brien

   Chief Medical Officer    $ 472,800  

Haig Bozigian

   Chief Development Officer    $ 381,600  

Dimitri Grigoriadis

   Chief Research Officer    $ 347,700  

On February 3, 2015, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved the grant of stock options to the Company’s named executive officers pursuant to the Company’s 2011 Equity Incentive Plan. The exercise price for these options is equal to the closing price of the Company’s stock on the NASDAQ Global Select Market on February 3, 2015 of $32.99. These options have a 10 year term and vest ratably on a monthly basis over a four year period, subject to the executive officer’s continued service to the Company. The individual option grants approved for the Company’s named executive officers are set forth below:

 

Officer

  

Title

  

Options Granted

 

Kevin Gorman

   President and Chief Executive Officer      150,000   

Timothy Coughlin

   Chief Financial Officer      80,000   

Christopher O’Brien

   Chief Medical Officer      75,000   

Haig Bozigian

   Chief Development Officer      65,000   

Dimitri Grigoriadis

   Chief Research Officer      65,000   

On February 3, 2015, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved the grant of restricted stock units (“RSU”) to the Company’s named executive officers pursuant to the Company’s 2011 Equity Incentive Plan. These RSU vest ratably on an annual basis over a four year period, subject to the executive officer’s continued service to the Company. The individual RSU approved for the Company’s named executive officers are set forth below:

 

Officer

  

Title

  

RSU Granted

 

Kevin Gorman

   President and Chief Executive Officer      25,000   

Timothy Coughlin

   Chief Financial Officer      12,000   

Christopher O’Brien

   Chief Medical Officer      12,000   

Haig Bozigian

   Chief Development Officer      11,000   

Dimitri Grigoriadis

   Chief Research Officer      11,000   


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: February 5, 2015 NEUROCRINE BIOSCIENCES, INC.

/s/ Darin M. Lippoldt

Darin M. Lippoldt
Chief Legal Officer