Attached files
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| EX-10.1 - PHARMACYCLICS INC | ex101to8k07380_05082014.htm |
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): May 8, 2014
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PHARMACYCLICS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-26658
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94-3148201
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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995 E. Arques Avenue, Sunnyvale, California
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94085-4521
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (408) 774-0330
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(Former name or former address, if changed since last report.)
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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):
o 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))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 8, 2014 at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Pharmacyclics, Inc. (the “Company”), the Company’s stockholders voted to approve the Company’s 2014 Equity Incentive Award Plan (the “2014 Plan”).
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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.
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On May 9, 2014, the Company adopted a 2014 corporate cash bonus plan applicable to all employees of the Company, including its named and other executive officers, other than the Company’s Principal Executive Officer. The target amount to be paid pursuant to the corporate cash bonus plan to an employee is a percentage of such employee’s salary generally ranging from 10% to 50% as determined by their executive level and whether corporate, department and personal goals are met, provided such percentage can increase or decrease depending on such employee’s overall performance in the determination of the Company’s Compensation Committee with respect to the Company’s executive officers and in the determination of the Company’s senior management with respect to all other employees.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting the following four matters were put forth to the stockholders to be voted on: (1) the election of seven (7) directors to serve until the 2015 annual meeting and until their successors are duly elected and qualified; (2) the approval of the 2014 Plan; (3) a proposal to consider and approve an advisory resolution regarding the compensation of the Company’s named executive officers; and (4) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. All directors were elected, proposals two and three were approved and proposal four was ratified.
The total number of shares of Common Stock voted in person or by proxy at the 2014 Annual Meeting was 69,737,822, representing approximately 92.95% of the 75,025,090 shares outstanding and entitled to vote at the 2014 Annual Meeting. Each of the matters submitted to a vote of the Company’s stockholders at the 2014 Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
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Nominee
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For
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Withheld
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Robert W. Duggan
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58,945,974
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1,170,201
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Robert F. Booth, Ph.D.
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58,663,846
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1,452,329
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Kenneth A. Clark
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58,890,927
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1,225,248
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Eric H. Halvorson
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59,715,338
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400,837
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Minesh P. Mehta, M.D.
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59,837,947
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278,228
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David D. Smith, Ph.D.
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59,727,674
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388,501
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Richard A. van den Broek
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59,635,188
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480,987
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Proposal
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For
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Against
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Abstain
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Broker Non-Votes
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Approval of the 2014 Equity Incentive Award Plan
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58,898,901
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1,040,596
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176,678
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9,621,647
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Approval of an advisory resolution regarding the compensation of the Company’s named executive officers
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59,688,015
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241,591
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186,569
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9,621,647
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Ratification of the appointment of PricewaterhouseCoopers LLP
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69,305,965
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261,951
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169,906
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Item 8.01
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Other Events.
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On May 9, 2014, upon the recommendation of the Company’s Compensation Committee, the Board of Directors approved an increase in the annual retainer paid to each member of the Board of Directors from $16,000 to $32,000, payable quarterly. Board members may elect to receive their compensation in the form of fully vested non-qualified stock options with a face value equal to three (3) times the amount of cash compensation earned. Additionally on May 9, 2014, the Board also approved the grant of stock options to purchase 3,750 shares of the Company’s common stock to each of the non-employee members of the Board of Directors.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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10.1
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2014 Equity Incentive Award Plan
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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May 14, 2014
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PHARMACYCLICS, INC.
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By:
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/s/ Manmeet S. Soni
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Name:
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Manmeet S. Soni
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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2014 Equity Incentive Award Plan
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