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 25, 2010
Emergent
BioSolutions Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33137
|
14-1902018
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
2273
Research Boulevard, Suite 400, Rockville, Maryland
|
20850
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (301) 795-1800
Not
applicable
(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.
|
On
February 25, 2010, the Compensation Committee (“Committee”) of the Board of
Directors of Emergent BioSolutions Inc. (“Company”) adopted the Company’s Annual
Bonus Plan for Executive Officers (“Plan”). The Committee will
determine annual bonuses to be awarded to the Company’s chief executive officer
(“CEO”), president and chief operating officer (“President”) and other executive
officers in accordance with the terms and conditions of the Plan. The
Committee may also make discretionary bonuses outside of the framework of the
Plan. The Plan is not contained in a formal written document;
however, a summary of the material terms of the Plan is set forth
below.
Each
participant’s annual bonus under the Plan will be determined by multiplying the
participant’s annual base salary by (a) a target bonus percentage for such
participant, (b) a corporate factor ranging from 0 to 1.5, based on the
Company’s achievement of corporate goals determined by the Committee, and (c) an
individual factor ranging from 0 to 1.5, based on an evaluation of each
participant’s performance of day-to-day responsibilities, behavioral
competencies, and participation in the achievement of the corporate goals and
achievement of individual goals determined by the Committee. The Plan will apply
to bonuses that are earned in 2010 and are payable in 2011, and for each year
thereafter.
Also on
February 25, 2010, the Committee established 2010 corporate goals and individual
goals for executive officers pursuant to the Plan. The 2010 corporate
goals include one goal related to business development activities, one goal
related to manufacturing activities, a clinical trial goal, and achievement of a
financial target. The 2010 individual goals for each executive
officer include the four corporate goals. The 2010 individual goals
for the executive officers listed below also include the following:
|
·
|
Fuad
El-Hibri, our CEO, two strategic and corporate planning
goals;
|
|
·
|
Daniel
J. Abdun-Nabi, our President, achievement of a financial target and one
goal related to corporate planning;
|
|
·
|
R.
Don Elsey, our senior vice president and chief financial officer, a
financial and corporate planning goal and two human resources
goals;
|
|
·
|
Kyle
W. Keese, our senior vice president of manufacturing operations, two
manufacturing facility goals and a BioThrax manufacturing goal;
and
|
|
·
|
Stephen
Lockhart, our senior vice president of product development, two clinical
trial goals and a preclinical development
goal.
|
SIGNATURE
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.
|
Date: March
03, 2010
|
EMERGENT
BIOSOLUTIONS INC.
|
|
|
By:
|
/s/
R. Don Elsey
R.
Don Elsey
Chief
Financial Officer
|
|