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 13, 2012
POZEN INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-31719 | 62-1657552 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1414 Raleigh Road, Suite 400 Chapel Hill, North Carolina |
27517 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(919) 913-1030
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
| ¨ | 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 March 13, 2012, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of POZEN Inc. (the “Company”) approved the following annual base salaries effective at the close of business on March 16, 2012 and annual incentive awards attributable to 2011 performance for certain named executive officers of the Company as set forth below:
| Name |
Position |
2012 Base Salary |
Cash Bonus |
Number of Stock Options |
LTIP Cash Award |
LTIP Options |
LTIP Restricted Stock Units |
Number of Restricted Stock Units |
||||||||||||||||||||||
| John R. Plachetka |
Chairman, President and Chief Executive Officer | $ | 575,000 | (1) | $ | 360,700 | — | $ | 566,667 | (2) | 188,261 | (3)(4) | 120,056 | (4)(5) | — | |||||||||||||||
| William L. Hodges |
Chief Financial Officer and Senior Vice President, Finance and Administration | $ | 342,000 | (1) | $ | 121,300 | 25,000 | (4) | — | — | — | 10,000 | (4)(6) | |||||||||||||||||
| Elizabeth Cermak |
Executive Vice President and Chief Commercial Officer | $ | 342,000 | (1) | $ | 124,400 | 25,000 | (4) | — | — | — | 10,000 | (4)(6) | |||||||||||||||||
| Gilda M. Thomas |
Senior Vice President and General Counsel | $ | 319,300 | (1) | $ | 112,600 | 25,000 | (4) | — | — | — | 10,000 | (4)(6) | |||||||||||||||||
| John Fort |
Chief Medical Officer | $ | 360,500 | (1) | $ | 119,200 | 22,500 | (4) | — | — | — | 9,000 | (4)(6) | |||||||||||||||||
| Tomas Bocanegra(7) |
Executive Vice President, Development | $ | 393,100 | (1) | 68,400 | 11,250 | (4) | — | — | — | 4,500 | (4)(6) | ||||||||||||||||||
| (1) | Represents approximately a 3.0% increase in annual base salaries; effective March 16, 2012. |
| (2) | Dr. Plachetka’s Long Term Incentive Plan cash award shall vest annually over a three year period, beginning March 15, 2012. |
| (3) | Dr. Plachetka’s Long Term Incentive Plan option grant shall vest 25% annually over four years commencing upon the first anniversary of the date of grant, subject to continued employment or service to the Company. |
| (4) | Grant date was March 15, 2012. |
| (5) | Dr. Plachetka’s Long Term Incentive Plan restricted stock units grant shall vest 25% annually over four years commencing upon the first anniversary of the date of grant, subject to continued employment or service to the Company. Once vested, the restricted stock units are payable when Dr. Plachetka ceases to be employed by or perform services for the Company; provided that to the extent required to comply with IRS Section 409A, the shares will not be issued until a date that is six months after Dr. Plachetka has ceased to be employed by or provide services to the Company. |
| (6) | The restricted stock units vest as follows: (i) fifty percent (50%) on March 15, 2013, and (ii) fifty percent (50%) on March 15, 2014. |
| (7) | Dr. Bocanegra was hired by the Company on July 5, 2011. His bonus and equity grants have been pro rated to reflect a partial year’s worth of service to the Company. |
Each of the stock options and restricted stock units described above were granted on March 15, 2012 pursuant to, and subject to, the terms of the Company’s 2010 Omnibus Equity Compensation Plan (the “Equity Plan”). The stock options (i) have a ten-year term, (ii) have an exercise price equal to the closing sale price of the Company’s common stock, as reported on the NASDAQ Global Market, on the date of grant, March 15, 2012, (iii) vest 50% annually over two years commencing on March 15, 2015, subject in each case to continued employment or service to the Company, and (iv) otherwise be granted on the same standard terms and conditions as other stock options granted pursuant to the Equity Plan. The restricted stock units vest as follows: (i) fifty percent (50%) on March 15, 2013, and (ii) fifty percent (50%) on March 15, 2014.
The adjustments to base salary and other awards described above were made in connection with each such executive officer’s annual performance review. The annual cash bonuses and stock options and restricted stock units were awarded in the discretion of the Compensation Committee and were based on each executive officer’s annual cash bonus and equity targets, as established by the Compensation Committee, and the Compensation Committee’s evaluation of the performance of each executive officer. As a part of this performance evaluation, the Compensation Committee considered the achievement of the Company’s corporate goals and other significant accomplishments as well as the achievement of the executive officer’s individual goals during the year.
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.
| POZEN INC. | ||||
| By: | /s/ William L. Hodges | |||
| Name: | William L. Hodges | |||
| Title: | Chief Financial Officer | |||
Date: March 16, 2012