Unassociated Document
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): December 8, 2009
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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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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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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(b) On
December 8, 2009, Michael A. Brown, a member of our board of directors, decided
to retire from the board of directors due to personal reasons. His
resignation was effective as of December 8, 2009.
(d) On
December 8, 2009, Dennis L. Winger was appointed to the board of directors of
Nektar Therapeutics, a Delaware corporation (the “Company”), as a Class
I Director whose initial term will end at our 2011 Annual Meeting of
Stockholders. Our board has determined that Mr. Winger is an independent
director as that term is defined by the Securities and Exchange Commission and
the Nasdaq Stock Market, Inc. The board has not yet determined on which board
committees Mr. Winger will serve.
Mr. Winger,
age 62, was Senior Vice President and Chief Financial Officer of Applera
Corporation, a life sciences company, from 1997 through December 2008. From
1989 to 1997, Mr. Winger served as Senior Vice President, Finance and
Administration, and Chief Financial Officer of Chiron Corporation. From 1982 to
1989, Mr. Winger was with The Cooper Companies, Inc., where he held
positions of increasing responsibility, including that of Chief Financial
Officer. Mr. Winger currently serves on the board of directors of
Cephalon, Inc. and Vertex Pharmaceuticals Incorporated, which are both
pharmaceutical companies, and Accuray Incorporated, a radiosurgery company. Mr.
Winger recently served on the board of directors of Cell Genesys, Inc. until its
merger with BioSante Pharmaceuticals in October 2009. Mr. Winger received a
B.A. from Siena College and an M.B.A. from the Columbia University Graduate
School of Business.
There are
no arrangements or understandings between Mr. Winger and any other persons
pursuant to which he was selected as a director. There are no current or
proposed transactions between the Company and Mr. Winger or his immediate family
members that would require disclosure under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission.
Mr.
Winger will participate in the Company’s Amended and Restated Compensation Plan
for Non-Employee Directors (the “Plan”). On September
15, 2009, our board of directors amended the Plan effective January 1, 2010, a
copy of which is filed herewith as Exhibit 10.1 to this Current Report and
incorporated herein by reference. Our non-employee directors are eligible to
participate in the Plan. The summary of the Plan set forth below is qualified in
its entirety by reference to the Plan filed as Exhibit 10.1 to this
report.
Under the
Plan, each non-employee director is eligible to receive an annual retainer of
$25,000 for serving on the board of directors, an annual retainer of $25,000 for
serving as the chair or lead director of the board of directors, an annual
retainer of $20,000 for serving as the chair of the audit committee, an annual
retainer of $15,000 for serving as the chair of the compensation committee, an
annual retainer of $10,000 for serving as the chair of the nominating and
corporate governance committee, and an annual retainer of $5,000 for serving as
the chair of any other committee established by the board of directors. In
addition, each non-employee director is entitled to $2,000 for each board
meeting he or she attends and $1,000 for each in-person board meeting he or she
attends by telephone. Each non-employee director is also entitled to $1,500 for
each committee meeting he or she attends and $750 for each in-person committee
meeting he or she attends by telephone.
In
September of each year, each non-employee director is eligible to be awarded
equity compensation consisting of either all stock options or a combination of
stock options and restricted stock units. These equity awards vest over a period
of one year and will have a total value determined annually by the board of
directors. Upon initial appointment to the board of directors, each non-employee
director is eligible to receive an equity award consisting of either all stock
options or a combination of stock options and restricted stock units. Initial
appointment equity awards vest over a period of three years from the date of
appointment and will be at a level based on 150% of the annual equity awards.
The exercise price of stock options granted is equal to 100% of the fair market
value of the Company’s common stock on the grant date. Following completion of a
non-employee director’s service on the board of directors, his or her stock
options will remain exercisable for a period of eighteen months. The term of
stock options granted to non-employee directors is eight years. In the event of
a change of control, the vesting of each option or restricted stock unit award
held by each non-employee director will accelerate in full as of the closing of
such transaction. The Plan includes non-binding ownership guidelines for
non-employee directors, stating that each non-employee director should own at
least 9,000 shares of the Company’s common stock within five years of adoption
of the guidelines or first appointment to the board.
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Item
7.01.
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Regulation FD
Disclosure
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On
December 14, 2009, the Company issued a press release announcing the appointment
of Mr. Winger to the board of directors, a copy of which is furnished herewith
as Exhibit 99.1 to this Current Report. The information in this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, nor shall such information be deemed to be incorporated by reference in
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as otherwise stated in such
filing.
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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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Amended
and Restated Compensation Plan for Non-Employee
Directors.
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99.1
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Press
release issued by Nektar Therapeutics on December 14, 2009 entitled
“Dennis Winger Joins Nektar Therapeutics’ Board of
Directors.”
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Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
December 14, 2009
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By:
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/s/ Gil
M. Labrucherie |
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Name:
Gil
M. Labrucherie |
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Title:
General
Counsel and Secretary |
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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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Amended
and Restated Compensation Plan for Non-Employee
Directors.
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99.1
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Press
release issued by Nektar Therapeutics on December 14, 2009 entitled
“Dennis Winger Joins Nektar Therapeutics’ Board of
Directors.”
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