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 the earliest event reported): February 5, 2016
NEUROCRINE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22705 | 33-0525145 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 12780 El Camino Real, San Diego, California | 92130 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (858) 617-7600
N/A
(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
Neurocrine Biosciences, Inc. (the “Company”) maintains a bonus program for all employees of the Company, including its executive officers (the “Bonus Plan”). The Bonus Plan is administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”), in consultation with the other independent members of the Board of Directors. The purpose of the Bonus Plan is to reward employees, including executive officers, for successful achievement of specified performance goals.
The Compensation Committee, in consultation with the other independent members of the Board of Directors, may, at their sole discretion, eliminate any individual bonus or reduce or increase the amount of compensation payable with respect to any individual bonus. An executive officer must be an employee of the Company on the date of payment to qualify for a bonus under the Bonus Plan. Any executive officer who leaves the employment of the Company, voluntarily or involuntarily, prior to the payment date, is ineligible for any bonus under the Bonus Plan. On February 5, 2016, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved bonus payouts under the Bonus Plan for 2015 goal achievement. The individual amounts approved for payment to the Company’s named executive officers are set forth below:
| Officer |
Title |
Bonus Amount |
||||
| Kevin Gorman |
President and Chief Executive Officer | $ | 345,000 | |||
| Christopher O’Brien |
Chief Medical Officer | $ | 236,400 | |||
| Timothy Coughlin |
Chief Financial Officer | $ | 211,000 | |||
| Haig Bozigian |
Chief Development Officer | $ | 190,800 | |||
| Dimitri Grigoriadis |
Chief Research Officer | $ | 173,850 | |||
On February 5, 2016, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved 2016 base salaries for the Company’s named executive officers. The individual 2016 base salaries approved for the Company’s named executive officers are set forth below:
| Officer |
Title |
Base Salary |
||||
| Kevin Gorman |
President and Chief Executive Officer | $ | 592,000 | |||
| Christopher O’Brien |
Chief Medical Officer | $ | 487,000 | |||
| Timothy Coughlin |
Chief Financial Officer | $ | 434,700 | |||
| Haig Bozigian |
Chief Development Officer | $ | 395,000 | |||
| Dimitri Grigoriadis |
Chief Research Officer | $ | 358,100 | |||
On February 5, 2016, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved the grant of stock options to the Company’s named executive officers pursuant to the Company’s 2011 Equity Incentive Plan. The exercise price for these options is equal to the closing price of the Company’s stock on the NASDAQ Global Select Market on February 5, 2016 of $35.99. These options have a 10 year term and vest ratably on a monthly basis over a four year period, subject to the executive officer’s continued service to the Company. The individual option grants approved for the Company’s named executive officers are set forth below:
| Officer |
Title |
Options Granted |
||||
| Kevin Gorman |
President and Chief Executive Officer | 109,100 | ||||
| Christopher O’Brien |
Chief Medical Officer | 60,600 | ||||
| Timothy Coughlin |
Chief Financial Officer | 48,500 | ||||
| Haig Bozigian |
Chief Development Officer | 48,500 | ||||
| Dimitri Grigoriadis |
Chief Research Officer | 36,400 | ||||
On February 5, 2016, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved the grant of restricted stock units (“RSU”) to the Company’s named executive officers pursuant to the Company’s 2011 Equity Incentive Plan. These RSU vest ratably on an annual basis over a four year period, subject to the executive officer’s continued service to the Company. The individual RSU approved for the Company’s named executive officers are set forth below:
| Officer |
Title |
RSU Granted |
||||
| Kevin Gorman |
President and Chief Executive Officer | 23,000 | ||||
| Christopher O’Brien |
Chief Medical Officer | 12,800 | ||||
| Timothy Coughlin |
Chief Financial Officer | 10,200 | ||||
| Haig Bozigian |
Chief Development Officer | 10,200 | ||||
| Dimitri Grigoriadis |
Chief Research Officer | 7,700 | ||||
On February 5, 2016, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved the grant of performance-based RSUs to the Company’s executive officers pursuant to the Company’s 2011 Equity Incentive Plan. The performance-based RSUs vest upon the date the Company has achieved both 1) obtaining positive pivotal clinical trial data for the treatment of Tourette’s syndrome with valbenazine, and 2) FDA acceptance of a New Drug Application for the treatment of Tourette’s syndrome with valbenazine. These performance-based RSUs have a four year term. The amounts of the individual performance-based RSUs approved for the Company’s named executive officers are set forth below:
| Officer |
Title |
RSU Granted |
||||
| Kevin Gorman |
President and Chief Executive Officer | 35,750 | ||||
| Christopher O’Brien |
Chief Medical Officer | 30,500 | ||||
| Timothy Coughlin |
Chief Financial Officer | 20,500 | ||||
| Haig Bozigian |
Chief Development Officer | 20,500 | ||||
| Dimitri Grigoriadis |
Chief Research Officer | 20,500 | ||||
On February 5, 2016, the Compensation Committee, in consultation with the other independent members of the Board of Directors, approved bonus targets for the Company’s employees for payout sunder the Company’s Bonus Plan for 2016 goal achievement. The individual amounts approved for payment to the Company’s named executive officers are set forth below:
| Officer |
Title |
Bonus Target |
||||
| Kevin Gorman |
President and Chief Executive Officer | 60 | % | |||
| Christopher O’Brien |
Chief Medical Officer | 50 | % | |||
| Timothy Coughlin |
Chief Financial Officer | 50 | % | |||
| Haig Bozigian |
Chief Development Officer | 50 | % | |||
| Dimitri Grigoriadis |
Chief Research Officer | 50 | % | |||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: February 5, 2016 | NEUROCRINE BIOSCIENCES, INC. | |||||
| /s/ Darin M. Lippoldt | ||||||
| Darin M. Lippoldt | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||