Cytokinetics 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 26, 2010 (February 24, 2010)
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (650) 624-3000
(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):
(e) On February 24, 2010, the Compensation & Talent Committee of the Board of Directors (the Committee) of Cytokinetics, Incorporated (the Company) voted to approve the bonuses, stock option grants and salary increases for the Companys named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission) with respect to the performance of the Company and such officers for the fiscal year ended December 31, 2009. The bonus payments were based on individual executives performance relative to specified goals, as well as the Companys performance relative to specified corporate goals, and other factors. In addition, the Committee exercised its discretion in determining each individuals overall achievement level. The salary increases for our named executive officers, which are effective as of March 1, 2010, were based on a review of each officers respective 2009 performance relative to both the Companys and the individuals goals, the role each executive is expected to play in 2010, competitive salary data provided by third-party executive compensation consultants, and other factors.
The 2009 bonuses and 2010 salaries approved by the Committee were as follows:
2009 Bonus and 2010 Salary Information for Named Executive Officers
At the February 24, 2010 meeting, the Committee established the prospective 2010 target bonus award percentages for the named executive officers. Under the Companys Executive Bonus Plan, the target bonus for the President and Chief Executive Officer is 50% of his base salary, the target bonus for individuals at the Executive Vice President level is 40% of the individuals base salary, and the target bonus for individuals at the Senior Vice President level is 30% of the individuals base salary.
On February 24, 2010, the Committee also granted to the named executive officers stock options to purchase the Companys common stock. All such stock options were granted under the Companys 2004 Equity Incentive Plan. Options granted to the named executive officers had an exercise price of $3.08 per share, the closing price of the Companys common stock on February 24, 2010, the date of grant. The options vest in equal monthly installments over a 48-month period, subject to continuous active service to the Company during such period. The stock option grants approved by the Committee were as follows:
Additional information regarding compensation of the named executive officers, including the factors considered by the Compensation Committee in determining compensation, will be included in the Companys 2010 proxy statement.
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.