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 Earliest Event Reported):
March
1, 2010
XOMA LTD.
(Exact
name of registrant as specified in its charter)
BERMUDA
(State or
other jurisdiction of incorporation)
0-14710
|
52-2154066
|
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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2910
Seventh Street, Berkeley, California
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94710
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number, including area code
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(510)
204-7200
|
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
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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.14d-2(b))
|
o
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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. Compensatory Arrangements of
Certain Officers
The Board
of Directors (the “Board”) of XOMA Ltd. (the “Company”), in connection with its
annual review of the compensation of the Company’s officers and following the
recommendation of the Compensation Committee of the Board, has determined that
management successfully achieved corporate objectives for 2009 in excess of
the minimum required by the CEO Incentive Compensation Plan (the “CICP”) and the
Management Incentive Compensation Plan (the “MICP”) in order to make awards
thereunder, has made awards thereunder, has granted options under the Company’s
1981 Share Option Plan and has approved salary increases for
2010. The following sets forth the amount of each such award, the
number of options so granted and the amount of 2010 salary for each of the
executive officers who were named in the Summary Compensation Table of the
Company’s 2009 Proxy Statement: Steven B. Engle (Chairman of the Board, Chief
Executive Officer and President) - $262,267 awarded under CICP, 3,400,000 share
options granted, and 2010 salary of $551,550; Patrick J. Scannon, M.D., Ph.D.
(Executive Vice President and Chief Medical Officer): $123,811 awarded under
MICP, 1,200,000 share options granted, and 2010 salary of $399,040; Fred Kurland
(Vice President, Finance and Chief Financial Officer):
$108,655 awarded under MICP, 1,100,000 share options granted, and 2010 salary of
$322,400; Christopher J. Margolin (Vice President, General Counsel and
Secretary) - $114,810 awarded under MICP, 1,250,000 share options granted, and
2010 salary of $347,020; and Robert S. Tenerowicz (Vice President, Operations) -
$89,479 awarded under MICP, 250,000 share options granted, and 2010 salary of
$283,700. All of the foregoing share options have an exercise price
of $0.49 per share (the closing market price on the date of grant).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: March
1, 2010
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XOMA
LTD.
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By: /s/ Christopher
J. Margolin
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Christopher J. Margolin
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Vice President, General
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Counsel and Secretary
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