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 8, 2010
QLT Inc.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada |
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000-17082 |
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N/A |
(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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887 Great Northern Way, Suite 101, Vancouver, B.C., Canada,
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V5T 4T5 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (604) 707-7000
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Not Applicable
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(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:
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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2010, the Board of Directors (the Board) of QLT Inc. (QLT or the Company), on the
recommendation of the Executive Compensation Committee (the Compensation Committee): (i) approved
the 2010 cash incentive structure for executive officers set forth below, which modifies the cash
incentive structure that was used for the Chief Executive Officer in previous years, (ii) increased
the base salary of each of the Chief Executive Officer and Chief Financial Officer of the Company,
and (iii) determined the 2010 corporate goals relating to QLTs annual cash incentive bonus plan
(the Plan) in which the executive officers of QLT are eligible to participate.
The Plan provides cash bonuses based on the achievement of goals related to individual and/or
corporate performance in 2010. The amount of the cash bonus that our executive officers are
eligible to receive is based on a predetermined target percentage of base salary and is subject to
the achievement of corporate and/or individual goals, as follows:
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Range of Possible |
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Target Bonus |
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Bonus Payment |
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Weighting Between |
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(as a % of |
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(as a % of |
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Corporate and |
Level |
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Base Salary) |
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Base Salary) |
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Individual Goals |
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Chief Executive Officer
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75 |
% |
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0-150%
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100% Corporate |
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Chief Financial Officer and
Senior Vice Presidents
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45 |
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0-90%
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75% Corporate/
25% Individual |
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Vice Presidents who are
Executive Officers
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40 |
% |
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0-80%
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75% Corporate/
25% Individual |
Individual goals relate to the individual executive officers area of responsibility and are
designed to facilitate the achievement of QLTs corporate goals. Executive officers with
individual goals may attain between 0% and 200% of their individual goals depending on performance,
although the Compensation Committee has the discretion to recognize additional factors and award
bonuses outside of this range. Executive officers with corporate goals may attain between 0% and
200% of a corporate goal depending on the extent to which the goal is achieved.
In early 2010, the Compensation Committee retained Radford, an Aon Consulting company (Radford),
to conduct an executive compensation assessment, including a review of executive compensation
trends in QLTs peer group. The Companys executive compensation strategy is to align salary
levels and cash incentive amounts (pay-at-risk) to those of the Companys comparator group at or
about the 50th percentile. After consideration of the Radford report, the Board, on the
recommendation of the Compensation Committee, determined that the salary of Robert Butchofsky, the
Companys Chief Executive Officer, was significantly below the 50th percentile of the Companys
comparator group due to Mr. Butchofsky taking a voluntary 10% base salary cut in 2007, and approved
a 10% increase to Mr. Butchofskys salary to Cdn$540,540, retroactive to January 1, 2010. Further,
in keeping with the Companys philosophy on pay-at-risk and for Mr. Butchofskys pay to be within
the range of CEO competitive pay, Mr. Butchofskys target bonus as a percentage of base salary was
increased from 50% to 75% for 2010. In addition, according to the Radford report, the base salary
for Cameron Nelson, the Companys Chief Financial Officer, fell somewhat below the 50th percentile
of the Companys comparator group. After consideration of the Radford report, the Board, on the
recommendation of the Compensation Committee, approved a 3% increase to the salary of Cameron Nelson, the Companys Chief
Financial Officer, to Cdn$351,488, retroactive to January 1, 2010.
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The following is the nature and relative weighting of the 2010 corporate goals:
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Sustained Drug Delivery: Punctal Plug Development achieve specified milestones
related to clinical development and product research and development for the punctal plug
drug delivery program: 40% |
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Visudyne achieve target U.S. Visudyne sales; achieve specified milestones related to
U.S. distribution and sales force infrastructure: 15% |
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Development Programs achieve specified milestones for the retinoid program related to
clinical development progress and positive results; achieve specified milestones for the
QLT091568 research and development program: 20% |
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Manage Organizational Change / Growth complete certain key new hires: 5% |
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Manage Business to Drive Intermediate-Term Shareholder Value improve shareholder
value by achieving target adjusted EBITDA; pursue strategic acquisition or in-licensing
opportunities for ocular pipeline: 20% |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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QLT INC.
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Date: March 11, 2010 |
By: |
/s/ Robert L. Butchofsky
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Name: |
Robert L. Butchofsky |
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Chief Executive Officer |
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