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):
March 20, 2007 (March 14, 2007)
Cytokinetics, Incorporated
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50633
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94-3291317
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(State or Other Jurisdiction
of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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280 East Grand Avenue, South San Francisco, California
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94080 |
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(Zip Code) |
Registrant’s telephone number, including area code: (650) 624-3000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On March 14, 2007, the Compensation Committee of the Board of Directors (the “Compensation
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, 2006. The bonus payments were based on meeting specified targets
with respect to the Company’s clinical development programs for its product candidates,
advancement of its research programs for potential product candidates, completion of a
collaboration arrangement for the Company’s cardiac contractility program, and its cash
position. The salary increases for our named executive officers were based on a review of
each officer’s respective performance against both the Company’s and the individual’s
personal goals, the role each executive will play in 2007, and competitive salary data provided by third-party executive
compensation consultants. The 2006 bonuses and 2007 salaries approved by the Compensation
Committee were as follows:
2006 Bonus and 2007 Salary Information for Named Executive Officers
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2006 |
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2007 Base |
| Name |
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Title |
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Bonus |
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Salary |
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James H. Sabry
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Executive Chairman
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$ |
143,550 |
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435,000 |
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Robert I. Blum
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President and Chief Executive Officer
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$ |
100,800 |
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$ |
400,000 |
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David J. Morgans
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Senior Vice President, Preclinical Research
and Development
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$ |
63,675 |
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$ |
320,000 |
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Sharon A. Surrey-Barbari
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Senior Vice President, Finance and
Chief Financial Officer
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$ |
71,520 |
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$ |
334,000 |
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Andrew A. Wolff
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Senior Vice President, Clinical
Research and Development and Chief
Medical Officer
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$ |
64,515 |
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$ |
351,000 |
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On March 14, 2007, the Compensation Committee also established the target 2007 bonus
award percentages for the named executive officers. Under the Company’s Executive Bonus
Plan the Executive Chairman’s target bonus is 40% of his base salary, the President and
Chief Executive Officer’s target bonus is 50% of his base salary, and the Senior Vice
Presidents’ bonus targets remain at 30% of base salary.
On March 14, 2007, the Compensation 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 $6.81 per
share, the closing price of the Company’s common stock on March 14, 2007, the date of
grant. The options vest in equal installments over a 48 month period, subject to continuous
active service to the Company during such period. The stock option grants approved by the
Compensation Committee were as follows:
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