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): December 6,
2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
|
Delaware
|
94-3023969
|
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
|
Incorporation)
|
932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s telephone
number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
|
¨
|
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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¨
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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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¨
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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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
2010
Annual Bonus Plan
On
December 6, 2010, the Compensation Committee (the “Compensation Committee”) of
the Board of Directors (the “Board”) of PDL BioPharma, Inc. (the “Company”)
evaluated the Company’s performance against the 2010 corporate performance goals
established for the Company’s 2010 Annual Bonus Plan as set forth
below:
|
2010
Corporate Goal
|
Weight
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|||
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Optimize
Value of Patent Estate
|
45 | % | ||
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Manage
Risk and Maintain Capital Structure within Guidelines
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5 | % | ||
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Implement
Corporate Strategy and Business Development Goals
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40 | % | ||
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Enhance
Investor Relations
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10 | % | ||
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Total
|
100 | % | ||
Following
this review, the Compensation Committee determined that 100% of the 2010
corporate goals established for the Company’s 2010 Annual Bonus Plan were
achieved.
The
Compensation Committee then reviewed the 2010 performance of each of the
Company’s named executive officers and, specifically, their level of achievement
of their 2010 individual goals established for the Company’s 2010 Annual Bonus
Plan, as well as their management and leadership, their professional
contributions and their technical and organizational
contributions. Following this review, the Compensation Committee made
the following determinations:
|
·
|
Mr.
McLaughlin, whose 2010 Annual Bonus Plan is based solely upon the
achievement of corporate goals, shall receive an additional discretionary
bonus to take into account his strong performance and leadership in
achieving the goals and managing the direction of the
Company;
|
|
·
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Ms.
Larson’s continued exceptional performance throughout 2010 resulted in Ms.
Larson achieving her individual goals for the 2010 Annual Bonus Plan at
116.09%;
|
|
·
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Mr.
Stone’s strong performance in 2010, in light of his broad responsibility
and the limited resources available to him, resulted in Mr. Stone
achieving his individual goals for the 2010 Annual Bonus Plan at 150% and
Mr. Stone shall also receive an additional discretionary bonus to take
into account his unique role and value to the Company;
and
|
|
·
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Ms.
Wilson achieved 100% of her individual goals for the 2010 Annual Bonus
Plan and Ms. Wilson shall also receive an additional discretionary bonus
to thank Ms. Wilson for her performance and support for the Company in
light of her departure from the Company which is expected to occur in
January 2011.
|
On
December 6, 2010, the Compensation Committee approved, and the Board ratified,
the bonuses set forth in the chart below for each of the Company’s named
executive officers:
|
Name
|
Title
|
2010
Annual
Bonus
Plan
Bonus
|
2010
Discretionary
Bonus
|
Total
2010
Bonus
|
||
|
John
P. McLaughlin
|
|
President and
Chief
Executive
Officer
|
|
$257,500
|
$42,500
|
$300,000
|
|
Christine
R. Larson
|
|
Vice
President and
Chief
Financial Officer
|
|
$150,000
|
$0
|
$150,000
|
|
Christopher
Stone
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Vice
President, General
Counsel
and Secretary
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$143,685
|
$6,315
|
$150,000
|
||
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Karen
Wilson
|
Vice
President of
Finance
and Principal
Accounting
Officer
|
$89,250
|
$10,750
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$100,000
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2011
Annual Bonus Plan
On
December 6, 2010, the Compensation Committee approved, and the Board ratified,
for each of the Company’s named executive officers other than Ms. Wilson the
target bonus percentage of annual average W-2 compensation for the 2011 Annual
Bonus Plan that the Compensation Committee anticipates approving in early 2011
as set forth below:
|
Name
|
Title
|
2011
Annual Bonus Plan
Target
Bonus Percentage
|
||
|
John
P. McLaughlin
|
|
President and
Chief
Executive
Officer
|
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70%
|
|
Christine
R. Larson
|
|
Vice
President and
Chief
Financial Officer
|
|
50%
|
|
Christopher
Stone
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Vice
President, General
Counsel
and Secretary
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50%
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2011
Base Pay
On
December 6, 2010, the Compensation Committee approved, and the Board ratified,
the following base salary increases for each of the named executive officers as
set forth in the chart below:
|
Name
|
Title
|
2011
Base
Salary
|
%
Increase
|
||||
|
John
P. McLaughlin
|
|
President and
Chief
Executive
Officer
|
|
$585,000
|
13.6%
|
||
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Christine
R. Larson
|
|
Vice
President and
Chief
Financial Officer
|
|
$400,000
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11.0%
|
||
|
Christopher
Stone
|
Vice
President, General
Counsel
and Secretary
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$375,000
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17.4%
|
||||
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Karen
Wilson
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Vice
President of Finance and Principal Accounting Officer
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$263,925
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3.5%
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| PDL BIOPHARMA, INC. | |||
|
|
By:
|
/s/ John P. McLaughlin | |
| John P. McLaughlin | |||
| President and Chief Executive Officer | |||
Dated: December
10, 2010