UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of

NxSTAGE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		000-51567 (Commission File Number)		04-3454702 (I.R.S. Employer Identification No.)

439 S. Union St, 5th Floor, Lawrence, MA (Address of principal executive offices)		01843 (Zip Code)

(978) 687-4700
(Registrant’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 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))

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Named Executive Officer Compensation — 2010 Short Term Incentive Awards, 2010 Performance Share Awards, Adoption of 2011 Short Term Incentive Plan

     On March 8, 2011, the Compensation Committee of the Board of Directors of NxStage Medical, Inc. (the “Company”) took the following actions regarding the executive compensation of the Company’s “named executive officers” (as used in Instruction 4 to Item 5.02 of
Form 8-K):

	•		Approved awards under the Company’s 2010 Short Term Incentive Plan (“2010 STI Awards”), authorized the implementation of a 2011 Short Term Incentive Plan and set threshold to outstanding bonus awards for the 2011 fiscal year under the 2011 Short Term Incentive Plan (“2011 Target STI Awards”); and
	•		Approved awards under the Company’s 2010 Performance Share Plan (“2010 Performance Share Awards”).

     The following table sets forth information regarding each named executive officer’s (i) 2010 base salary (for comparison purposes only), (ii) 2011 base salary, which remains unchanged for 2011, (iii) 2010 STI Award, (iv) 2010 Performance Share Award, and (v) 2011 Target STI Award, as a percentage of 2011 base salary:

																				2011 Target STI
												2010 STI								Awards (as a %
												Award				2010				of 2011 Base
												Paid in				Performance				Salary)
Named												Shares of				Share Award				(Threshold to
Executive				2010 Base				2011 Base				Common				Vesting Over				Outstanding Award
Officer		Title		Salary				Salary				Stock (2)				Three Years (3)				Levels) (4)
Jeffrey H. Burbank		President & Chief Executive Officer		$	396,000				396,000				21,515				107,306				37.5% - 112.5	%
Robert S. Brown		Senior Vice President & Chief Financial Officer		$	268,000				268,000				7,766				35,945				20%-60	%
Joseph E. Turk, Jr.		President, North America		$	285,000	(1)			285,000				10,247				35,945				25%-75	%
Winifred L. Swan		Senior Vice President and General Counsel		$	268,000				268,000				6,795				35,945				17.5%-52.5	%
Michael J. Webb		Senior Vice President, Quality Assurance/ Regulatory Affairs		$	235,000			$	235,000				3,830				28,016				12.5%-37.5	%

     Description of 2011 Bonus Plan

     The individual payouts under the 2011 Bonus Plan will be based on corporate and individual performance. The Chief Executive Officer will propose to the Compensation Committee the bonus payouts for each other named executive officer. The Compensation Committee will propose and determine the payout for the CEO, and will determine the final payout for the other named executive officers. Payouts under the 2011 Bonus Plan are conditioned upon the Company’s achievement of revenue, cash consumption and net income targets. Any awards will range from a threshold award level to an outstanding award level (with opportunities to exceed the outstanding performance award level at the discretion of the Compensation Committee), depending upon whether established threshold, target, stretch or outstanding performance levels have been achieved with respect to revenue, cash consumption and net income. If threshold performance levels are not achieved under the 2011 Bonus Plan, no award will be made. Awards under the Plan may be paid in either cash or common stock of the Company, at the discretion of the Compensation Committee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.