Form 8-K

 

 

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): January 10, 2013

 

 

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 (the “Compensation Committee”), in consultation with 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 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. Any executive officer who leaves the employment of the Company, voluntarily or involuntarily, prior to the payment date, is ineligible for any bonus. An employee who becomes an executive officer during the fiscal year may be eligible for a pro-rated bonus, provided the employee has been employed a minimum of three months during the calendar year.

On January 10, 2013, the Compensation Committee, in consultation with the Board of Directors, approved bonus payouts under the Bonus Plan for 2012 goal achievement. The individual amounts approved for payment to the Company’s executive officers are set forth below:

 

Officer

 

Title

  Bonus Amount  
Kevin Gorman   President and Chief Executive Officer   $ 220,600   
Timothy Coughlin   Chief Financial Officer   $ 135,200   
Christopher O’Brien   Chief Medical Officer   $ 151,400   
Haig Bozigian   Chief Development Officer   $ 117,600   
Dimitri Grigoriadis   Chief Research Officer   $ 109,200   

On January 10, 2013, the Compensation Committee, in consultation with the Board of Directors, approved 2013 base salaries for the Company’s executive officers. The individual 2013 base salaries approved for the Company’s executive officers are set forth below:

 

Officer

 

Title

  Base Salary  
Kevin Gorman   President and Chief Executive Officer   $ 541,100   
Timothy Coughlin   Chief Financial Officer   $ 397,800   
Christopher O’Brien   Chief Medical Officer   $ 445,600   
Haig Bozigian   Chief Development Officer   $ 352,800   
Dimitri Grigoriadis   Chief Research Officer   $ 321,500   

On January 10, 2013, the Compensation Committee, in consultation with the Board of Directors, approved the grant of stock options to the Company’s 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 January 10, 2013 of $8.65. These options have a 10 year life 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 executive officers are set forth below:

 

Officer

 

Title

  Options Granted  
Kevin Gorman   President and Chief Executive Officer     175,000   
Timothy Coughlin   Chief Financial Officer     86,000   
Christopher O’Brien   Chief Medical Officer     86,000   
Haig Bozigian   Chief Development Officer     75,000   
Dimitri Grigoriadis   Chief Research Officer     75,000   

On January 10, 2013, the Compensation Committee, in consultation with the Board of Directors, approved the grant of restricted stock units (“RSU”) to the Company’s 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 executive officers are set forth below:

 

Officer

 

Title

  RSU Granted  
Kevin Gorman   President and Chief Executive Officer     30,000   
Timothy Coughlin   Chief Financial Officer     14,000   
Christopher O’Brien   Chief Medical Officer     14,000   
Haig Bozigian   Chief Development Officer     13,000   
Dimitri Grigoriadis   Chief Research Officer     13,000   


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: January 14, 2013       NEUROCRINE BIOSCIENCES, INC.
        /s/ TIMOTHY P. COUGHLIN
       

Timothy P. Coughlin

Chief Financial Officer