Allos Therapeutics 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2012 (February 28, 2012)
ALLOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (303) 426-6262
(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):
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.
(e) Executive Officer Compensation and Equity Awards
At a meeting of the Compensation Committee of the Board of Directors of Allos Therapeutics, Inc. (the Company) held on February 28, 2012, the Compensation Committee (a) determined and approved 2011 cash bonus awards and 2012 base salaries and target bonus awards (expressed as a percentage of base salary) for the Companys named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission), and (b) granted restricted stock units to the Companys named executive officers pursuant to the Companys 2008 Equity Incentive Plan, as amended (the Plan). The 2011 cash bonus awards and 2012 base salaries, target bonus awards, and the number of restricted stock units for the named executive officers are set forth on Exhibit 10.1 attached hereto and incorporated herein by reference.
The restricted stock units were granted under and in accordance with the terms and conditions of the Plan, which is filed as Exhibit 10.1 to the Companys current report on Form 8-K filed on June 25, 2010. The restricted stock units vest in a series of eight (8) successive equal semi-annual installments over the four (4)-year period measured from March 18, 2012 (the Vesting Commencement Date), subject to the named executive officers continued employment with the Company through such vesting dates. The form of restricted stock unit grant notice and restricted stock unit award agreement pursuant to which such grants were made are attached hereto as Exhibit 10.2 and are incorporated herein by reference.
The Compensation Committee also reviewed and approved, at the same meeting, the 2012 corporate and individual performance objectives to be evaluated by the Compensation Committee in connection with the determination of 2012 bonus awards for the named executive officers. The 2012 corporate objectives generally target the achievement of specific sales and marketing, manufacturing, research and development and corporate development milestones that are considered to be important to the achievement of the Companys long-term strategic goals. The 2012 individual objectives for the named executive officers (other than the Companys Chief Executive Officer, whose bonus is tied entirely to the achievement of corporate objectives) focus on contributions that are generally consistent with and support the corporate objectives or are otherwise intended to contribute to the success of the Company.
The 2011 cash bonus award and 2012 target bonus award for the Companys Chief Executive Officer, as well as the Companys 2012 corporate objectives, were reviewed and approved by the full Board of Directors of the Company at a meeting held on February 28, 2012 and February 29, 2012.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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.
Dated: March 5, 2012