Payment
of Filing Fee (Check the appropriate box):
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||
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No
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o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(2) and
0-11.
|
|
|
|
|
|
(1)
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Title
of each class of securities to which transaction
applies:
|
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|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act
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|
Rule
0-11 (set forth the amount on which the filing fee is calculated
and state
how it was determined):
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(4)
|
Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o |
Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
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0-11(a)(2) and identify the filing for which the offsetting fee was
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Previously Paid:
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Schedule or Registration Statement No.:
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|||
777
Old Saw Mill River Road
|
Tarrytown,
New York 10591
|
914-789-2800
|
www.progenics.com
|
777
Old Saw Mill River Road
|
Tarrytown,
New York 10591
|
914-789-2800
|
www.progenics.com
|
P R O X Y S T A T E M E N T
|
Information
Concerning Director Nominees
The
persons
nominated as our directors (all of whom are currently our directors),
their respective ages, the year in which each first became our director
and their principal occupations or employment during the past five
years
are as follows:
|
||||
Name
|
Age
|
Year
First
Elected Director
|
Position
with Progenics
|
|
Kurt
W. Briner (1)(2)
|
62
|
1998
|
Co-Chairman,
Director
|
|
Paul
F. Jacobson (1)(2)(3)(4)
|
53
|
1990
|
Co-Chairman,
Director
|
|
Paul
J. Maddon, M.D., Ph.D. (4)
|
47
|
1986
|
Chief
Executive Officer, Chief Science Officer and Director
|
|
Charles
A. Baker (1)(2)(3)(4)
|
74
|
1994
|
Director
|
|
Mark
F. Dalton (2)(3)(4)
|
56
|
1990
|
Director
|
|
Stephen
P. Goff, Ph.D. (2)
|
55
|
1993
|
Director
|
|
David
A. Scheinberg, M.D., Ph.D.
|
51
|
1996
|
Director
|
|
Nicole
S. Williams (1)
|
62
|
2007
|
Director
|
Summary
of the Plans
|
Purpose
|
Eligible
Employees
|
Options
under the Plans
|
Administration
|
Maximum
Shares to be Awarded
|
Exercise
Price of Options
|
Restrictions
on Transfer
|
Federal
Income Tax Consequences
|
Amendment
|
|
Grant
Information
|
Share
Value of Grants
|
|||||||
Name
and Position
|
ESPP
(1)
|
Non-Qualified
ESPP (1)
|
Number
of Shares
|
||||
Paul
J. Maddon, M.D., Ph.D.
|
|
$ —
|
|
$
15,854
|
|
642
|
|
Chief Executive Officer, Chief Science Officer and Director
(2)
|
|
|
|
|
|
|
|
Robert
A. McKinney
|
|
$
4,770
|
|
$
8,241
|
|
530
|
|
Chief
Financial Officer, Senior Vice President Finance & Operations and
Treasurer
|
|
|
|
|
|
|
|
Mark
R. Baker, J.D.
|
|
$
4,770
|
|
$
11,057
|
|
645
|
|
Senior Vice President & General Counsel
|
|
|
|
|
|
|
|
Thomas
A. Boyd
|
|
$
4,770
|
|
$
7,486
|
|
499
|
|
Senior Vice President, Product Development
|
|
|
|
|
|
|
|
Alton
B. Kremer
|
|
$
4,770
|
|
$
10,131
|
|
606
|
|
Vice President, Clinical Research
|
|
|
|
|
|
|
|
All
current executive officers as a group
|
|
$
23,850
|
|
$
62,582
|
|
3,515
|
|
All
current directors who are not executive officers as a group
(3)
|
|
$ —
|
|
$
—
|
|
—
|
|
All
employees, including all current officers who are not executive officers,
as a group
|
|
$3,055,623
|
|
$616,864
|
|
149,447
|
|
|
Voting
|
Description
of the Stock Incentive
Plan
|
Stock
Incentive Plan Benefits
|
U.S.
Federal Income Tax
Consequences
|
|
Equity
Compensation Plan
Information
|
Cate
|
|
(a)
Number
of shares
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
|
(b)
Weighted
average
exercise
price of
outstanding
options,
warrants
and rights
|
|
(c)
Number
of shares
remaining
available
for
future issuance
(excluding
securities
reflected
in 1st column)
|
|
Category
|
|
|
|
|
|
|
|
Equity
compensation plans approved by stockholders
|
|
4,360,086 (1)
|
|
$17.37
|
|
904,574
(2)
|
|
Equity
compensation plans not approved by stockholders(3)
|
|
366,018
|
|
3.91
|
|
—
|
|
|
|
|
|
|
|
|
|
Total
|
|
4,726,104
|
|
$16.33
|
|
904,574
|
|
(1)
|
Does
not include options issued under the Employee Stock Purchase Plan
or the
Non-Qualified Employee Stock Purchase
Plan.
|
(2)
|
Includes
52,803 shares available for issuance under the Employee Stock Purchase
Plan and 166,342 shares available for issuance under the Non-Qualified
Employee Stock Purchase Plan.
|
(3)
|
Consists
of our 1989 Non-Qualified Stock Option Plan, the 1993 Stock Option
Plan,
as amended, and the 1993 Executive Stock Option Plan. See the Notes
to the
Financial Statements included in our Annual Report on Form 10-K for
the
year ended December 31, 2006.
|
Type
of Fee
|
2006
|
2005
|
|||||
Audit
Fees (1)
|
$
|
656,447
|
$
|
753,350
|
|||
Audit
Related Fees (2)
|
39,000
|
15,000
|
|||||
Tax
Fees(3)
|
144,000
|
50,600
|
|||||
All
Other Fees(4)
|
1,611
|
1,611
|
Name
|
Age
|
Position
|
Paul
J. Maddon, M.D., Ph.D.
|
47
|
Chief
Executive Officer, Chief Science Officer and Director
|
Robert
A. McKinney, CPA
|
50
|
Chief
Financial Officer, Senior Vice President, Finance & Operations and
Treasurer
|
Mark
R. Baker, J.D.
|
52
|
Senior
Vice President & General Counsel and Secretary
|
Thomas
A. Boyd, Ph.D.
|
55
|
Senior
Vice President, Product Development
|
Robert
J. Israel, M.D.
|
50
|
Senior
Vice President, Medical Affairs
|
Lynn
M. Bodarky, M.B.A.
|
41
|
Vice
President, Marketing, Methylnaltrexone Brand Team
|
Walter
M. Capone, M.B.A.
|
42
|
Vice
President, Commercial Development and Operations
|
Richard
W. Krawiec, Ph.D.
|
59
|
Vice
President, Corporate Affairs
|
Alton
B. Kremer, M.D., Ph.D.
|
54
|
Vice
President, Clinical Research
|
William
C. Olson, Ph.D.
|
44
|
Vice
President, Research & Development
|
Benedict
Osorio, M.B.A.
|
50
|
Vice
President, Quality
|
Nitya
G. Ray, Ph.D.
|
54
|
Vice
President, Manufacturing
|
Cancer
Scientific Advisory Board
|
|
Alan
N. Houghton, M.D. (Chairman)
|
Chairman,
Immunology Program, Sloan-Kettering and Professor, Weill/Cornell
Medical
college (WCMC”)
|
David
B. Agus, M.D.
|
Research
Director, Prostate Cancer Institute, Cedars-Sinai Medical
Center
|
Samuel
J. Danishefsky, Ph.D.
|
Kettering
Professor and Head, Bioorganic Chemistry, Sloan-Kettering Institute
and
Professor of Chemistry, Columbia University
|
Warren
D. W. Heston, Ph.D.
|
Director,
Research Program in Prostate Cancer; Staff. Dept. of Cancer Biology,
Lerner Research Institute; Staff, Urological Institute, Cleveland
Clinic
Hospital, Cleveland Clinic Foundation
|
Philip
O. Livingston, M.D.
|
Member,
Sloan-Kettering and Professor, WCMC
|
John
Mendelsohn, M.D.
|
President,
The University of Texas M. D. Anderson Cancer Center
|
David
A. Scheinberg, M.D., Ph.D. (1)
|
Vincent
Astor Chair and Chairman, Molecular Pharmacology and Chemistry Program,
Sloan-Kettering and Professor, WCMC
|
Virology
Scientific Advisory Board
|
|
Stephen
P. Goff, Ph.D. (Chairman) (1)
|
Professor
of Biochemistry, Columbia University
|
Dennis
R. Burton, Ph.D.
|
Professor,
The Scripps Research Institute
|
Lawrence
A. Chasin, Ph.D.
|
Professor
of Biological Sciences, Columbia University
|
Leonard
Chess, M.D.
|
Professor
of Medicine, Columbia University
|
Wayne
A. Hendrickson, Ph.D.
|
Professor
of Biochemistry, Columbia University
|
Sherie
L. Morrison, Ph.D.
|
Professor
of Microbiology, UCLA
|
Robin
A. Weiss, Ph.D.
|
Professor
and Director of Research, ICR, Royal Cancer Hospital,
London
|
Other
Scientific Consultants
|
|
Jonathan
Moss, M.D., Ph.D.
|
Professor,
Department of Anesthesia and Critical Care, and Vice Chairman for
Research, University of Chicago Medical Center
|
Thomas
P. Sakmar, M.D.
|
Professor,
The Rockefeller University
|
Scott
M. Hammer, M.D.
|
Chief,
Division of Infectious Diseases, Professor of Medicine, Columbia
University
|
· |
Attract
and retain those executives critical to the overall success of
Progenics;
|
· |
Reward
executives for their contributions to the achievement of Company
strategic
goals which we believe will enhance stockholder
value;
|
· |
Maintain
and continue to foster a culture of ownership, creativity and innovation
throughout Progenics; and
|
· |
Motivate
our NEO’s to achieve the critical financial, product and development
milestones (both long- and short-term) set by management and the
Board of
Directors.
|
· |
base
salary;
|
· |
annual
bonus;
|
· |
long-term
incentives, and;
|
· |
retirement
and severance benefits.
|
§ |
upon
termination by us for cause (as defined, see Potential
Payments Upon Termination of Change in Control,
below) or voluntary termination or retirement by Dr. Maddon in the
normal course of business, all stock options that are not vested
on the date of termination will be forfeited and Dr. Maddon will
have the
right to exercise the remaining outstanding vested options;
|
§ |
if
such circumstances of termination occur following a change of control
(“CIC”), all unvested stock options will immediately vest;
|
§ |
in
the event of Dr. Maddon’s death or disability, we will pay Dr. Maddon, a
pro-rated amount of bonus from the beginning of the year of termination
to
the date of termination, we will continue for two years to provide
Dr.
Maddon health and welfare benefits, all stock options that are not
vested
on the date of termination (except those performance-based options
that
vest within one year of the date of death or disability) will be
forfeited
and Dr. Maddon will have the right to exercise the remaining outstanding
vested options;
|
§ |
upon
termination by us without cause (as defined, see Potential
Payments Upon Termination of Change in Control,
below)) or by Dr. Maddon for good reason (as defined, see Potential
Payments Upon Termination of Change in Control,
below), we will pay to Dr. Maddon a lump sum equal to twice the sum
of his
annual salary for the year of termination and average bonus (defined
as
the average of the annual bonuses paid to him in the three years
preceding
the year of termination) and, in addition, a pro-rated amount of
bonus
from the beginning of the year of termination to the date of termination,
we will continue for two years to provide Dr. Maddon health and welfare
benefits and all unvested stock options and restricted stock will
become
fully vested and exercisable;
|
§ |
upon
termination by us without cause or by Dr. Maddon for good reason
within
two years following a change in control (as defined, see Potential
Payments Upon Termination of Change in Control,
below), or upon termination by us without cause within three months
preceding a change in control, we will pay to Dr. Maddon a lump sum
equal
to three times the sum of his salary and average bonus, we will continue
for three years to provide Dr. Maddon health and welfare benefits
and all
unvested stock options and restricted stock will become fully vested
and
exercisable; and
|
§ |
in
the event that any payment under the Employment Agreement constitutes
an
excess parachute payment (which triggers an excise tax under Internal
Revenue Code sections 280G and 4999), Dr. Maddon will be entitled
to
additional gross-up payments, as described, see Potential
Payments Upon Termination of Change in Control,
below.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards1
($)
|
Option
Awards1
($)
|
All
Other
Compensation
2
($)
|
Total
($)
|
Paul
J. Maddon, M.D., Ph.D.
Chief
Executive Officer
|
2006
|
565,000
|
401,577
3
|
785,883
|
2,835,272
|
16,306
|
4,604,038
|
Robert
A. McKinney, CPA
Chief
Financial Officer,
Senior
Vice President,
Finance
& Operations
|
2006
|
250,000
|
100,000
|
80,607
|
318,469
|
25,423
|
774,499
|
Mark
R. Baker, J.D.
Senior
Vice President &
General
Counsel
|
2006
|
300,000
|
200,000
|
24,949
|
504,011
|
20,000
|
1,048,960
|
Thomas
A. Boyd, Ph.D.
Senior
Vice President,
Product
Development
|
2006
|
250,000
|
125,000
|
165,817
|
476,864
|
25,516
|
1,043,197
|
Alton
B. Kremer, M.D., Ph.D.
Vice
President,
Clinical
Research
|
2006
|
340,000
|
125,000
|
112,833
|
280,894
|
26,257
|
884,984
|
1 |
These
columns present the portions of the grant date fair values of restricted
stock and stock options which vested in 2006. The grant date fair
values
of restricted stock were based on the closing price of our common
stock on
the dates of grant. The grant date fair values of stock options were
determined using the Black-Scholes option pricing model with assumptions
disclosed in our Annual Report on Form 10-K for the year ended December
31, 2006.
|
2 |
All
Other Compensation includes the amount of matching contribution under
our
401(k) Plan and reimbursement of premiums for enhanced life and disability
insurance that we made to or on behalf of our named executive officers.
|
3 |
On
March 3, 2006, the Compensation Committee of the Board of Directors
approved an award for Dr. Maddon comprised of 18,080 shares of restricted
common stock with a fair value of approximately $524,862, of which
$401,577 was recognized as compensation expense in our financial
statements during 2006 and the remainder will be recognized as
compensation expense in 2007 as the restrictions lapse. See Grants
of
Plan-Based Awards for Fiscal Year 2006, below. In recognition of
the
reduced liquidity of the restricted stock as compared to cash and
the
market risk that our CEO assumed during the restriction period, the
Committee increased the number of shares granted to him by 50% for
those
shares that were not vested on the grant date as compared to the
$350,000
amount that he would have received were he paid in
cash.
|
Name
|
Grant
Date
|
Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
|
All
Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards
($/Share)
|
Grant
Date Fair Value of Stock and Option Awards
($)
|
Target
(#)
|
||||||
Paul
J. Maddon, M.D., Ph.D.
|
3/3/06
7/3/06
7/3/06
|
-
-
145,000
3
|
18,080
1
48,336
2
-
|
-
-
24.26
|
524,862
1,172,631
2,729,002
|
|
Robert
A. McKinney, CPA
|
7/3/06
7/3/06
|
8,000
2
-
|
-
25,000
4
|
-
24.26
|
194,080
470,518
|
|
Mark
R. Baker, J.D.
|
2/21/06
7/3/06
7/3/06
|
-
8,000
2
-
|
60,000
5
-
25,000
4
|
27.71
-
24.26
|
1,332,588
194,080
470,518
|
|
Thomas
A. Boyd, Ph.D.
|
2/21/06
7/3/06
7/3/06
10/20/06
10/20/06
|
-
-
-
5,000
6
5,000
7
|
-
6,500
2
-
|
25,000
5
-
17,500
4
|
27.71
-
24.26
|
555,245
157,690
329,362
127,800
127,800
|
Alton
B. Kremer, M.D., Ph.D.
|
2/21/06
7/3/06
7/3/06
10/20/06
10/20/06
|
-
-
-
5,000
6
5,000
7
|
-
6,500
2
|
25,000
5
-
17,500
4
|
27.71
-
24.26
|
555,245
157,690
329,362
127,800
127,800
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Number
of
Securities
Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested 13
($)
|
Paul
J. Maddon, M.D., Ph.D.
|
29,000
75,000
18,750
26,250
84,375
112,500
-
75,000
225,000
275,001
231,000
|
-
-
18,750
1
-
28,125
2
-
|
116,000
3
-
-
11,250
4
-
-
33,000
5
|
24.26
21.39
16.85
16.85
15.06
15.06
12.29
12.29
12.00
12.00
5.33
|
7/3/2016
7/1/2015
7/1/2014
7/1/2014
7/1/2013
7/1/2013
7/1/2012
7/1/2012
12/22/2008
12/22/2008
12/16/2007
|
84,106
|
2,164,888
|
Robert
A. McKinney, CPA
|
-
3,125
6,250
18,750
25,000
25,000
25,000
25,000
16,000
|
25,000
6
9,375
7
18,750
8
6,250
2
|
|
24.26
21.39
22.68
15.06
12.29
17.19
13.63
13.75
4.00
|
7/3/2016
7/1/2015
3/1/2015
7/1/2013
7/1/2012
1/7/2010
6/28/2010
4/16/2009
4/1/2007
|
15,125
|
389,318
|
Mark
R. Baker, J.D.
|
-
-
10,000
|
25,000
6
60,000
9
40,000
11
|
|
24.26
27.71
20.02
|
7/3/2016
2/21/2016
6/20/2015
|
8,000
|
205,920
|
Thomas
A. Boyd, Ph.D.
|
-
-
6,250
18,750
20,000
40,000
12,000
4,000
|
17,500
6
25,000
9
18,750
7
6,250
2
-
10,000
12
|
|
24.26
27.71
21.39
15.06
12.29
18.47
17.19
13.63
|
7/3/2016
2/21/2016
7/1/2015
7/1/2013
7/1/2012
1/1/2012
1/18/2010
6/28/2010
|
25,875
|
666,023
|
Alton
B. Kremer, M.D., Ph.D.
|
-
-
2.500
8,000
|
17,500
6
25,000
9
7,500
7
24,000
10
|
|
24.26
27.71
21.39
13.57
|
7/3/2016
2/21/2016
7/1/2015
9/28/2014
|
19,125
|
492,278
|
Option
Awards
|
Stock
Awards
|
||||||||||||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
|||||||||
Paul
J. Maddon, M.D., Ph.D.
|
243,774
|
4,661,806
|
26,060
|
618,748
|
|||||||||
Robert
A. McKinney, CPA
|
24,000
|
563,156
|
3,000
|
65,100
|
|||||||||
Mark
R. Baker, J.D.
|
0
|
0
|
0
|
0
|
|||||||||
Thomas
A. Boyd, Ph.D.
|
14,000
|
188,519
|
3,750
|
81,375
|
|||||||||
Alton
B. Kremer, M.D., Ph.D.
|
8,000
|
112,504
|
875
|
18,988
|
Name
1
|
Fees
Earned or
Paid
in
Cash
($)
|
Option
Awards
2
($)
|
All
Other
Compensation
3
($)
|
Total
($)
|
|||||||||
Kurt
W. Briner
|
52,500
|
|
|
485,653
|
|
|
|
|
|
538,153
|
|
||
Paul
F. Jacobson
|
|
|
59,000
|
|
|
485,653
|
|
|
|
|
|
544,563
|
|
Charles
A. Baker
|
|
|
32,000
|
|
|
188,207
|
|
|
|
|
|
220,207
|
|
Mark
F. Dalton
|
|
|
30,500
|
|
|
188,207
|
|
|
|
|
|
218,707
|
|
Stephen
P. Goff, Ph.D.
|
|
|
25,500
|
|
|
188,207
|
|
|
30,000
|
|
|
243,707
|
|
David
A. Scheinberg, M.D., Ph.D.
|
|
|
25,000
|
|
|
188,207
|
|
|
132,038
|
|
|
345,245
|
|
•
|
$2,000
for each meeting of the Board of Directors attended in person, $1,000
for
each in-person meeting attended by telephone and $500 for participation
in
each telephonic meeting;
|
|
|
|
|
|
|
|
•
|
for
committee meetings held other than in conjunction with a meeting
of the
entire Board, $1,000 for attendance in person and $500 for telephonic
participation;
|
|
|
|
|
|
|
•
|
for
committee meetings held on the day after a meeting of the entire
Board,
$500 for participation;
|
|
|
|
|
|
|
•
|
for
committee meetings held on the same day, no additional compensation
is
paid;
|
|
|
|
|
|
•
|
an
annual retainer fee of $15,000, except for Messrs. Briner and Jacobson
who
are entitled to an annual retainer fee of $40,000 as described above;
and
|
|
|
|
|
|
|
•
|
an
option to purchase 10,000 fully-vested shares of our common stock
granted
annually on each July 1 with an exercise price equal to the fair
market
value as of the date of grant.
|
|
Cash
Severance
|
Equity
|
Health
and Welfare Benefits Continuation($)6
|
Gross
up of I.R.C. Golden Parachute excise tax resulting from Change in
Control
($)
|
Total
($)
|
|||||||||||||||||||||||
|
Base
Salary
|
Bonus
|
Value
of Vested Equity
($)
|
Value
of Accelerated Unvested Equity
($)
5
|
||||||||||||||||||||||||
Circumstances
of Termination 1
|
Multiple
|
($)
|
Multiple
|
($)
|
|
|
|
|
|
|||||||||||||||||||
Termination
by us for cause or voluntary termination, normal retirement by named
executive officer in the normal course of business
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
15,465,319
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
15,465,319
|
|
||
Death
or disability of named executive officer in the normal course of
business 2
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
350,000
|
|
|
15,465,319
|
|
|
N/A
|
|
|
25,182
|
|
|
N/A
|
|
|
15,840,501
|
|
Termination
by us for cause or voluntary termination by the named executive officer
or
termination as a result of normal retirement, death, or disability
following a change in control
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
15,465,319
|
|
|
3,347,493
|
|
|
N/A
|
|
|
N/A
|
|
|
18,812,812
|
|
Termination
by us without cause or by the named executive officer with good reason
3
|
|
|
2.0
|
|
|
1,130,000
|
|
|
2.0
|
|
|
800,000
|
|
|
15,465,319
|
|
|
3,347,493
|
|
|
25,182
|
|
|
N/A
|
|
|
20,767,994
|
|
Termination
by us without cause or by the named executive officer with good reason
following a change in control 4
|
|
|
3.0
|
|
|
1,695,000
|
|
|
3.0
|
|
|
1,025,000
|
|
|
15,465,319
|
|
|
3,347,493
|
|
|
37,773
|
|
|
1,786,374
|
|
|
23,356,959
|
§ |
upon
termination by us for cause (as defined below) or voluntary termination
or
retirement by Dr. Maddon in the normal course of business, all
stock options that are not vested on the date of termination will
be
forfeited and Dr. Maddon will have the right to exercise the remaining
outstanding vested options;
|
§ |
if
such circumstances of termination occur following a change of control,
all
unvested stock options will immediately vest;
|
§ |
in
the event of Dr. Maddon’s death or disability, we will pay Dr. Maddon, a
pro-rated amount of bonus from the beginning of the year of termination
to
the date of termination, we will continue for two years to provide
Dr.
Maddon health and welfare benefits, all stock options that are not
vested
on the date of termination (except those performance-based options
that
vest within one year of the date of death or disability) will be
forfeited
and Dr. Maddon will have the right to exercise the remaining outstanding
vested options;
|
§ |
upon
termination by us without cause (as defined below) or by Dr. Maddon
for
good reason (as defined below), we will pay to Dr. Maddon a lump
sum equal
to twice the sum of his annual salary for the year of termination
and
average bonus (defined as the average of the annual bonuses paid
to him in
the three years preceding the year of termination) and, in addition,
a
pro-rated amount of bonus from the beginning of the year of termination
to
the date of termination, we will continue for two years to provide
Dr.
Maddon health and welfare benefits and all unvested stock options
and
restricted stock will become fully vested and exercisable;
|
§ |
upon
termination by us without cause or by Dr. Maddon for good reason
within
two years following a change in control (as defined below), or upon
termination by us without cause within three months preceding a change
in
control, we will pay to Dr. Maddon a lump sum equal to three times
the sum
of his salary and average bonus, we will continue for three years
to
provide Dr. Maddon health and welfare benefits and all unvested stock
options and restricted stock will become fully vested and exercisable;
and
|
§ |
in
the event that any payment under the Employment Agreement constitutes
an
excess parachute payment (which triggers an excise tax under Internal
Revenue Code sections 280G and 4999), Dr. Maddon will be entitled
to
additional gross-up payments, as described
below.
|
|
Shares
Beneficially
Owned
(2)
|
|
Name
and Address of Beneficial Owner (1)
|
Number
(22)
|
Percent
|
Entities
affiliated with Tudor Investment Corporation (3)
|
2,342,388
|
8.9%
|
1275
King Street
|
|
|
Greenwich,
CT 06831
|
|
|
Paul
Tudor Jones II (4)
|
2,888,513
|
10.9%
|
1275
King Street
|
|
|
Greenwich,
CT 06831
|
|
|
Delaware
Management Holdings (5)
|
1,747,547
|
6.6%
|
One
Commerce Square, 2005 Market Street
|
|
|
Philadelphia,
PA 19103
|
|
|
Barclays
Global Investors, NA. (6)
|
1,451,307
|
5.5%
|
45
Fremont Street
|
|
|
San
Francisco, CA 94105
|
|
|
Federated
Investors, Inc. (7)
|
1,705,800
|
6.5%
|
Federated
Investors Tower
|
|
|
Pittsburgh,
PA 15222
|
|
|
Sectoral
Asset Management Inc. (8)
|
2,362,275
|
8.9%
|
2120-1000
Sherbrooke Street
|
|
|
West
Montreal, PQ H3A 3G4 Canada
|
|
|
Paul
J. Maddon, M.D., Ph.D. (9)
|
1,760,993
|
6.4%
|
Charles
A. Baker (10)
|
93,981
|
*
|
Kurt
W. Briner (11)
|
158,000
|
*
|
Mark
F. Dalton (12)
|
2,504,888
|
9.4%
|
Stephen
P. Goff, Ph.D. (13)
|
141,000
|
*
|
Paul
F. Jacobson (14)
|
293,100
|
1.1%
|
David
A. Scheinberg, M.D., Ph.D. (15)
|
150,931
|
*
|
Nicole
S. Williams (16)
|
0
|
*
|
Robert
A. McKinney, CPA (17)
|
157,069
|
*
|
Thomas
A. Boyd, Ph.D. (18)
|
146,926
|
*
|
Alton
B. Kremer, M.D., Ph.D. (19)
|
39,938
|
*
|
Mark
R. Baker, J.D. (20)
|
35,953
|
*
|
All
directors and executive officers as a group (21)
|
6,089,219
|
21.0%
|
*
|
Less
than one percent.
|
(1)
|
Unless
otherwise specified, the address of each beneficial owner is c/o
Progenics
Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New
York
10591.
|
Except
as indicated and pursuant to applicable community property laws,
each
stockholder possesses sole voting and investment power with respect
to the
shares of common stock listed. The number of shares of common stock
beneficially owned includes the shares issuable pursuant to stock
options
to the extent indicated in the footnotes in this table. Shares issuable
upon exercise of these options are deemed outstanding for computing
the
percentage of beneficial ownership of the person holding the options
but
are not deemed outstanding for computing the percentage of beneficial
ownership of any other person.
|
|
(3)
|
The
number of shares owned by entities affiliated with Tudor Investment
Corporation (TIC) consists of 1,820,068 shares held of record by
The Tudor
BVI Portfolio Ltd., a company organized under the law of the Cayman
Islands (Tudor BVI), 287,813 shares held of record by TIC, 193,126
shares
held of record by Tudor Arbitrage Partners L.P. (TAP), 25,981 shares
held
of record by Tudor Proprietary Trading, L.L.C. (TPT), and 15,400
shares
held of record by Tudor Global Trading LLC (TGT). In addition, because
TIC
provides investment advisory services to Tudor BVI, it may be deemed
to
beneficially own the shares held by such entity. TIC disclaims beneficial
ownership of such shares. TGT is the general partner of TAP. Tudor
Group
Holdings LLC (TGH) is the sole member of TGT and indirectly holds
all of
the membership interests of TPT. TGH is also the sole limited partner
of
TAP. TGH expressly disclaims beneficial ownership of the shares
beneficially owned by each of such entities. TGT disclaims beneficial
ownership of shares held by TAP. The number set forth does not include
shares owned of record by Mr. Jones and Mr. Dalton. See Notes (4) and
(12).
|
(4)
|
Includes
2,342,388 shares beneficially owned by entities affiliated with TIC.
Mr. Jones is the Chairman and indirect principal equity owner of TIC,
TPT and TGT, and the indirect principal equity owner of TAP. Mr.
Jones may
be deemed to be the beneficial owner of shares beneficially owned,
or
deemed beneficially owned, by entities affiliated with TIC. Mr. Jones
disclaims beneficial ownership of such shares. See
Note (3).
|
(5)
|
Based
on a Schedule 13G filed on February 7, 2007, the number of shares
owned by
Delaware Management Holdings and Delaware Management Business Trust
consists of 1,747,547 shares held by Delaware Management Holdings
and
Delaware Management Business Trust, which share voting and dispositive
powers.
|
(6)
|
Based
on a Schedule 13G, filed on January 23, 2007, the number of shares
owned
by Barclays Global Investors, NA. and Barclays Global Fund Advisors
is
1,451,307, which share voting and dispositive power.
|
(7)
|
Based
on a Schedule 13G, filed February 13, 2007, Federated Investors,
Inc. (the
“Parent”) is the parent holding company of Federated Equity Management
Company of Pennsylvania and Federated Global Investment Management
Corp.
All of the Parent’s outstanding voting stock is held in the Voting Shares
Irrevocable Trust for which John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue act as trustees and they have the collective
voting
control over the Parent.
|
(8)
|
Sectoral
Asset Management Inc. in its capacity as an investment adviser has
the
sole right to vote or dispose of the 2,362,275 shares set forth in
Schedule 13G filed on February 2, 2007. Jerome G. Pfund and Michael
L.
Sjostrom are the sole shareholders of Sectoral Asset Management
Inc.
|
(9)
|
Includes
560,044 shares outstanding; 1,103,876 shares issuable upon exercise
of
options exercisable within 60 days of March 1, 2007 and 96,073 shares
of
restricted stock. Also includes 1,000 shares held by Dr. Maddon’s spouse,
the beneficial ownership of which Dr. Maddon disclaims. Excludes
90,229
shares held by a trust, of which his spouse is the beneficiary; neither
Dr. Maddon nor his spouse has investment control over such
trust.
|
(10)
|
Includes
21,481 shares owned by the Baker Family Limited Partnership and 72,500
shares issuable upon exercise of options held by Mr. Baker and exercisable
within 60 days of March 1, 2007.
|
(11)
|
Includes
3,000 shares outstanding and 155,000 shares issuable upon exercise
of
options held by Mr. Briner exercisable within 60 days of March 1,
2007.
|
(12)
|
Includes
71,000 shares held of record directly by Mr. Dalton, 75,000 shares
issuable upon exercise of options held by Mr. Dalton exercisable
within 60 days of March 1, 2007 and 16,500 shares held of record
by DF
Partners, a family partnership of which Mr. Dalton is the sole
general partner. The number set forth also includes 2,342,388 shares
beneficially owned by entities affiliated with TIC. Mr. Dalton is
President and an equity owner of TIC and TGH. Mr. Dalton is also
the
President and an indirect equity owner of TGT and TPT. Mr. Dalton
disclaims beneficial ownership of shares beneficially owned, or deemed
beneficially owned, by entities affiliated with TIC and DF Partners,
except to the extent of his pecuniary interest therein. See Note
(3).
|
(13)
|
Includes
33,500 shares outstanding and 107,500 shares issuable upon exercise
of
options held by Dr. Goff exercisable within 60 days of March 1,
2007.
|
(14)
|
Includes
188,100 shares outstanding and 105,000 shares issuable upon exercise
of
options held by Mr. Jacobson exercisable within 60 days of March 1,
2007.
|
(15)
|
Includes
32,181 shares outstanding and 118,750 shares issuable upon exercise
of
options held by Dr. Scheinberg exercisable within 60 days of March
1,
2007.
|
(16)
|
Ms.
Williams was appointed as a Director on January 2, 2007 and as of
March 1,
2007 does not own any shares, restricted stock or options exercisable
within 60 days of March 1, 2007.
|
(17)
|
Includes
7,569 shares outstanding and 134,375 shares issuable upon exercise
of
options held by Mr. McKinney exercisable within 60 days of March
1, 2007.
Also includes 15,125 shares of restricted stock.
|
(18)
|
Includes
7,801 shares outstanding and 113,250 shares issuable upon exercise
of
options held by Dr. Boyd exercisable within 60 days of March 1, 2007.
Also includes 25,875 shares of restricted stock.
|
Includes
4,063 shares outstanding and 16,750 shares issuable upon exercise
of
options held by Dr. Kremer exercisable within 60 days of March 1,
2007. Also includes 19,125 shares of restricted stock.
|
|
(20)
|
Includes
2,953 shares outstanding and 25,000 shares issuable upon exercise
of
options held by Mr. Baker exercisable within 60 days of March 1,
2007. Also includes 8,000 shares of restricted stock.
|
Includes
3,334,645 shares outstanding, 224,073 shares of restricted stock
and
2,530,501 shares issuable upon the exercise of stock options exercisable
within 60 days of March 1, 2007 held by Directors and Named Executive
Officers as set forth in the above table and by all other executive
officers.
|
|
(22)
|
None
of the shares held by beneficial owners and management are pledged
as
collateral except for 50,000 shares held by Mr. Jacobson in a margin
account.
|
Board
and Committee Meetings
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Nominating
and Corporate Governance
Committee
|
|
Executive
Committee
|
Affirmative
Determinations Regarding Director Independence and Other Matters
|
|
Mark
F. Dalton
Paul
F. Jacobson
Charles
A. Baker
Kurt
W. Briner
Stephen
P. Goff, Ph.D.
Nicole
S. Williams
|
Stockholder
Communications with the Board; Board Attendance at the Annual Meeting
of
Stockholders
|
Code
of Business Ethics and
Conduct
|
|
Minimum
Criteria for Board Members
|
|
•
|
Each
candidate shall be prepared to represent the best interests of all
of our
stockholders and not just one particular constituency.
|
|
|
|
|
•
|
Each
candidate shall be an individual who has demonstrated integrity and
ethics
in his or her personal and professional life and has established
a record
of professional accomplishment in his or her chosen
field.
|
|
|
|
|
•
|
No
candidate, or family member (as defined in the Nasdaq Marketplace
rules)
or affiliate or associate (each as defined in Rule 405 under the
Securities Act of 1933, as amended) of a candidate, shall have any
material personal, financial or professional interest in any of our
present or potential competitors.
|
|
|
|
|
•
|
Each
candidate shall be prepared to participate fully in Board activities,
including, if eligible, active membership on at least one Board committee
and attendance at, and active participation in, meetings of the Board
and
any committee of which he or she is a member, and not have other
personal
or professional commitments that would, in the Nominating and Corporate
Governance Committee’s sole judgment, interfere with or limit his or her
ability to do so.
|
|
||
|
Desirable
Qualities and Skills
|
|
•
|
Each
candidate should contribute to the Board’s overall diversity — diversity
being broadly construed to mean a variety of opinions, perspectives,
personal and professional experiences and backgrounds, as well as
other
differentiating characteristics.
|
|
|
|
|
•
|
Each
candidate should contribute positively to the collaborative culture
among
Board members.
|
|
|
|
|
•
|
Each
candidate should possess professional and personal experiences and
expertise relevant to our goal of being a leading biopharmaceutical
company. At this stage of our development, relevant experiences might
include, among other things, large biotechnology or pharmaceutical
company
CEO or senior management experience, senior-level management experience
in
medical research or clinical development activities in the fields
of
oncology, virology, immunology or molecular biology within a public
company or large university setting, and relevant senior-level expertise
in one or more of the following areas: finance, accounting, sales
and
marketing, organizational development and public
relations.
|
|
|
|
|
Internal
Process for Identifying
Candidates
|
|
Nomination
of Directors by
Stockholders
|
|
Evaluation
of Candidates
|
|
Timing
of the Identification and Evaluation
Process
|
|
Future
Revisions to the Nominations
Policy
|
By
the Compensation Committee of the Board of Directors
|
|
Mark
F. Dalton, Chairman
|
|
Charles
A. Baker
|
|
Paul
F. Jacobson
|
SALES
OF STOCK BY
INSIDERS
|
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 8:00 A.M. Eastern Time on June
11, 2007.
Have your proxy card in hand when you access the web site and follow
the
instructions to obtain your records and to create an electronic
voting
instruction form.
VOTE
BY PHONE-1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up
until
8:00 A.M. Eastern Time on June 11, 2007. Have your proxy card in
hand when
you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid
envelope
we’ve provided or return to Progenics Pharmaceuticals, Inc., c/o ADP,
51
Mercedes Way, Edgewood, NY 11717.
VOTE
IN PERSON Attend
the Annual Shareholders Meeting at 10:00 A.M. Eastern Time on Monday,
June
11, 2007. Landmark at Eastview Rockland Room 777 Old Saw Mill River
Road
Tarrytown, NY 10591
ELECTRONIC
DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by Progenics Pharmaceuticals,
Inc. in mailing proxy materials, you can consent to receiving all
future
proxy statements, proxy cards and annual reports electronically
via e-mail
or the Internet. To sign up for electronic delivery, please follow
the
instructions above to vote using the Internet and, when prompted,
indicate
that you agree to receive or access shareholder communications
electronically in future
years.
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
PROGN1
|
KEEP
THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
|
PROGENICS
PHARMACEUTICALS, INC.
|
|
||||||
|
|
|
|
|
|||
Vote
On Directors
|
|||||||
|
|
|
|
|
|
|
|
1.
ELECTION OF DIRECTORS:
|
|||||||
|
NOMINEES:
|
|
|
|
|
|
|
|
01)
Kurt W. Briner
|
For
All
|
Withhold
All
|
For
All
Except
|
|
To
withhold authority to vote for any individual nominee(s), mark
“For All
Except” and write the nominee’s number on the line
below.
|
|
|
02)
Paul F. Jacobson
|
|
|||||
|
03)
Charles A. Baker
|
|
|||||
|
04)
Mark F. Dalton
|
|
|
|
|
|
|
|
05)
Stephen P. Goff, Ph.D.
|
o
|
o
|
o
|
|
|
|
|
06)
Paul J. Maddon, M.D., Ph.D.
|
|
|
|
|
|
|
|
07)
David A. Scheinberg, M.D., Ph.D.
|
|
|
|
|
|
08)
Nicole S.
Williams
|
|
|||
Vote
On Proposals
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
2.
|
Approval
of amendments to the 1998 Employee Stock Purchase Plan and the
1998
Non-Qualified Employee Stock Purchase Plan to increase the number
of
shares of common stock reserved for issuance thereunder to 1,600,000
and
500,000, respectively and to make certain other changes to the
terms of
the Plans.
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o
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o
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o
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3.
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Approval
of an amendment to the 2005 Stock Incentive Plan to increase the
number of
shares of common stock reserved for issuance thereunder to 3,950,000
and
to make certain other changes to the terms of the Plan.
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o
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o
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o
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4.
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Ratification
of the selection of PricewaterhouseCoopers LLP to serve as the
Company’s
independent registered public accounting firm for the fiscal year
ending
December 31, 2007.
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o
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o
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o
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5.
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Authority
to vote in their discretion on such other business as may properly
come
before the meeting.
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o
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o
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o
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NOTE:
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Please
sign exactly as your name or names appear on this Proxy. When shares
are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as
such. If the signer is a corporation, please sign full corporate
name by
duly authorized officer, giving full title as such. If signer is
a
partnership, please sign in partnership name by authorized person.
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For
comments, please check this box and write them on the back where
indicated
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o
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Please
indicate if you plan to attend this meeting
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o
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o
|
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Yes
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No
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_________________________________
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_________
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_____________________________
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_________
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature
(Joint Owners)
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Date
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PROGENICS
PHARMACEUTICALS, INC.
777
OLD SAW MILL RIVER ROAD
TARRYTOWN,
NEW YORK 10591
ANNUAL
MEETING OF STOCKHOLDERS JUNE 11, 2007
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
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The
undersigned hereby appoints Paul J. Maddon, M.D., Ph.D., and Robert
A.
McKinney, and each of them, as Proxies each with the power to appoint
his
substitute and hereby authorizes them to represent and to vote, as
designated on the reverse side, all of the shares of common stock
of
Progenics Pharmaceuticals, Inc. held of record by the undersigned
on April
12, 2007 at the Annual Meeting of Stockholders to be held on June
11, 2007
or any adjournments or postponements thereof.
This
proxy, when properly executed, will be voted in the manner directed
herein
by the undersigned stockholder. If no direction is made, this proxy
will
be voted for each of the proposals named on the reverse
side.
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Comments:
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(If
you noted any Comments above, please mark corresponding box on the
reverse
side.)
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(Continued
and to be signed on the reverse side)
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