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 earliest event reported): February 2, 2012
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-28298 | 94-3154463 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
249 East Grand Avenue
South San Francisco, California 94080
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 266-2500
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 (see General Instruction A.2. below):
| ¨ | 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.
2012 Annual Salaries, 2011 Fiscal Year Cash Bonuses and Equity Compensation Awards
On February 2, 2012 and February 7, 2012, the Board of Directors of Onyx Pharmaceuticals, Inc. (“Onyx”), on the recommendation of the Compensation Committee (the “Committee”), approved the 2012 annual salaries (effective retroactively to January 1, 2012), 2011 fiscal year cash bonuses and 2012 equity compensation awards for Onyx’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”)). The Committee annually evaluates the performance, and determines the compensation of Onyx’s executive officers based on the Committee’s assessment of the individual’s performance, corporate performance and relative compensation for competitive positions in similar publicly-traded biopharmaceutical companies. The named executive officers’ salaries may be changed, and new equity awards may be awarded, at any time at the discretion of the Committee or the Board of Directors. The 2012 annual salaries, 2011 fiscal year cash bonuses and 2012 equity compensation awards for the named executive officers are set forth in Exhibit 10.19 hereto and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Number |
Description | |
| 10.19 | Base Salaries for Fiscal Year 2012, Cash Bonuses for Fiscal Year 2011 and 2012 Equity Compensation Awards for Certain Named Executive Officers. | |
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.
| Dated: February 8, 2012 | ONYX PHARMACEUTICALS, INC. | |||||
| By: | /s/ Matthew K. Fust | |||||
| Matthew K. Fust | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| Number |
Description | |
| 10.19 | Base Salaries for Fiscal Year 2012, Cash Bonuses for Fiscal Year 2011 and 2012 Equity Compensation Awards for Certain Named Executive Officers. | |
Base Salaries for Fiscal Year 2012, Cash Bonuses for Fiscal Year 2011 and 2012 Equity Compensation Awards
| Name and Title |
2012 Salary | 2011 Bonus | 2012 Stock Option Grant (1) (shares) |
2012 Restricted Stock Units (2) (shares) |
2012 Performance Based Restricted Stock Units (3) (shares) |
|||||||||||||||
| N. Anthony Coles, M.D. |
$ | 740,000 | $ | 946,350 | (4 | ) | (4 | ) | (5 | ) | ||||||||||
| President and Chief Executive Officer |
||||||||||||||||||||
| Matthew K. Fust |
$ | 467,900 | $ | 289,344 | (6 | ) | (6 | ) | 17,150 | |||||||||||
| Executive Vice President and Chief Financial Officer |
||||||||||||||||||||
| Laura Brege (7) |
$ | 0 | $ | 306,873 | — | — | — | |||||||||||||
| Executive Vice President, Corporate Affairs |
||||||||||||||||||||
| Ted W. Love, M.D. |
$ | 526,800 | $ | 329,225 | (6 | ) | (6 | ) | 17,150 | |||||||||||
| Executive Vice President, Research & Development & Technical Operations |
||||||||||||||||||||
| Kaye Foster-Cheek |
$ | 360,700 | $ | 204,039 | (6 | ) | (6 | ) | 11,000 | |||||||||||
| Senior Vice President, |
||||||||||||||||||||
| (1) | One-eighth of the shares subject to the stock options will vest on the six month anniversary of the date of grant and the remaining shares will vest in equal monthly installments over the following 42 months. The stock options will have an exercise price per share equal to the fair market value of one share of the common stock of Onyx Pharmaceuticals, Inc. (“Onyx”) on the effective date of the grant, March 30, 2012 (equal to the closing sales price for the stock as reported on the NASDAQ Global Select Market on that date). |
| (2) | One-third of the shares subject to these restricted stock units will vest on the one-year anniversary of the date of grant and the remaining shares will vest in two equal installments on the second and third anniversaries of the date of grant. |
| (3) | The performance based restricted stock units are subject to performance objectives set by the Compensation Committee (the “Committee”) of the Board of Directors and will vest in full or in part based on achievement of the performance objectives. If the Committee concludes that the objectives have not been met by January 1, 2014, the restricted stock unit shares will be forfeited. |
| (4) | The Board of Directors approved equity awards subject to time-based vesting with a dollar value of $3.5million (exclusive of performance based restricted stock units; see footnotes 3 and 5) to Dr. Coles. These awards are comprised of a stock option and restricted share units allocated based on a pre-determined split. The number of shares subject to these awards will be computed by Onyx on the grant date, March 30, 2012, based on the average closing price of one share of Onyx’s common stock between March 1, 2012 and March 30, 2012, using a pre-determined Black-Scholes multiplier. |
| (5) | The Board of Directors approved a performance-based restricted stock unit award with a dollar value of $2.25 million to Dr. Coles. The number of shares subject to this award will be computed by the company on March 30, 2012 based on the average closing price of one share of Onyx’s common stock between March 1, 2012 and March 30, 2012. |
| (6) | Exclusive of performance based restricted stock units (see footnote 3), the Compensation Committee of the Board of Directors approved equity awards subject to time-based vesting with an aggregate dollar value of $1.126 million to Mr. Fust, $1.22 million to Dr. Love, and $938,000 to Ms. Foster-Cheek. These awards are comprised of a stock option and restricted share units allocated based on a pre-determined split. The number of shares subject to these awards will be computed by Onyx on the grant date, March 30, 2012, based on the average closing price of one share of Onyx’s common stock between March 1, 2012 and March 30, 2012, using a pre-determined Black-Scholes multiplier. |
| (7) | Ms. Brege’s employment with the Company terminated as of December 31, 2011. In accordance with the bonus plan, she is entitled to payment of the bonus she earned for 2011. |