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EX-99.1 - PRESS RELEASE - Cascadian Therapeutics, Inc.d277665dex991.htm

 

 

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): January 4, 2012

 

 

ONCOTHYREON INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33882   26-0868560

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 801-2100

(Registrant’s telephone number, including area code)

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On January 4, 2012, consistent with our performance review policy with respect to incentive bonuses described in the section captioned “Executive Compensation—Compensation Discussion and Analysis—Variable Cash Compensation—Incentive Bonuses” of our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2011, the compensation committee of our board of directors approved 2011 performance bonuses for our senior officers. The compensation committee also approved 2012 base salaries for each of our senior officers. At a prior meeting, held on December 1, 2011, the compensation committee approved option grants to each of our senior officers.

 

Name

  

Title

   2011 Incentive
Bonus
     2012 Base Salary      Option Grant
(in shares)
 
Dr. Robert Kirkman    President and Chief Executive Officer    $ 192,035       $ 410,000         100,000   
Ms. Julie Eastland    Chief Financial Officer, Vice President of Corporate Development and Secretary      73,098         260,000         50,000   
Mr. Gary Christianson    Chief Operating Officer      86,745         292,000         50,000   
Dr. Diana Hausman    Vice President of Clinical Development      79,861         335,000         50,000   
Dr. Scott Peterson    Vice President of Research and Development      57,900         220,000         50,000   

The options granted to each of the officers have an exercise price equal to $6.92, the closing price of our common stock on The NASDAQ Global Market on December 1, 2011. One fourth of the shares underlying each option will vest on the first anniversary thereafter, and 1/48th of the shares underlying each option will vest on each monthly anniversary of the date of grant, such that the shares underlying each option will be fully vested on the fourth anniversary of the date of grant.

Dr. Kirkman, Ms. Eastland, Mr. Christianson, Dr. Hausman and Dr. Peterson are eligible to receive in 2012 incentive bonuses under our performance review policy of up to 50%, 30%, 35%, 30% and 30%, respectively, of their base salary. The 2012 performance goals for our senior officers are related to various corporate objectives, including objectives related to our financial condition, stock price performance, development of our product candidates, technical operations and certain business development activities (although the weighting for such performance goals differs between such senior officers).

 

Item 8.01 Other Events.

On January 5, 2012, the Company announced that our board of directors appointed Diana Hausman, M.D., as the Company’s Chief Medical Officer, effective immediately. Dr. Hausman has served as the Company’s Vice President, Clinical Development since August 2009.

A copy of the press release of the Company announcing Dr. Hausman’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release issued by Oncothyreon Inc. dated January 5, 2012.


SIGNATURES

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.

 

ONCOTHYREON INC.

By:

 

/s/ Robert L. Kirkman, M.D.

  Robert L. Kirkman, M.D.
  President & Chief Executive Officer

Date: January 5, 2012


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release issued by Oncothyreon Inc. dated January 5, 2012.