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): January 31, 2013
MEDIVATION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32836 | 13-3863260 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
525 Market Street, 36th Floor
San Francisco, California 94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 543-3470
(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:
| ¨ | 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. |
Election of A Director
On January 31, 2012, Kathryn E. Falberg was elected by the board of directors (the “Board”) of Medivation, Inc. as a member of the Board, and as a member of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board. Ms. Falberg was also appointed as the chair of the Audit Committee.
Under the newly revised standard compensation arrangements for outside directors of Medivation, Ms. Falberg, will be entitled to receive the following compensation:
| 1. | An annual Board cash retainer of $50,000; |
| 2. | An additional annual cash retainer of $25,000 for service as a member and chair of the Audit Committee; |
| 3. | An additional annual cash retainer of $10,000 for service as a member of the Compensation Committee; |
| 4. | An additional annual cash retainer of $7,500 for service as a member of the Nominating and Corporate Governance Committee; |
| 5. | An initial stock option grant of 15,000 shares, to vest over four years with 25% vesting after one year and then monthly thereafter over the remaining three years, with an exercise price equal to the closing price of Medivation common stock on the date of grant; |
| 6. | An initial restricted stock unit grant of 7,500 shares, to vest over three years with 1/3 of the shares vesting on each anniversary of the date of grant; and |
| 7. | An additional annual equity grant each year with a value equal to $350,000, split equally between stock options and restricted stock units, both with a one year vesting period and with the exercise price of the option equal to the closing price of Medivation common stock on the date of grant. |
SIGNATURE
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.
| MEDIVATION, INC. | ||||||
| Dated: February 4, 2013 | By: | /s/ C. Patrick Machado | ||||
| C. Patrick Machado Chief Business Officer and Chief Financial Officer | ||||||