UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2011
ONCOTHYREON INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33882 | 26-0868560 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
incorporation) | Identification No.) |
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
(206) 801-2100
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
(Registrants telephone number, including area code)
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 January 3, 2011, consistent with our performance review policy with respect to incentive
bonuses described in the section captioned Executive CompensationCompensation Discussion and
AnalysisVariable Cash CompensationIncentive Bonuses of our Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission (the SEC) on May 13, 2010, the
compensation committee of our board of directors approved 2010 performance bonuses for our senior
officers. The compensation committee also approved 2011 base salaries for each of our senior
officers. At a prior meeting, held on December 1, 2010, the compensation committee approved option
grants to each of our senior officers.
Option Grant | ||||||||||||||
Name | Title | 2010 Incentive Bonus | 2011 Base Salary | (in shares) | ||||||||||
Dr. Robert Kirkman
|
President and Chief Executive Officer | $ | 135,188 | $ | 398,000 | 100,000 | ||||||||
Ms. Julie Eastland
|
Chief Financial Officer, Vice President of Corporate Development and Secretary | 25,000 | 252,500 | 50,000 | ||||||||||
Mr. Gary Christianson
|
Chief Operating Officer | 74,883 | 283,250 | 50,000 | ||||||||||
Dr. Diana Hausman
|
Vice President of Clinical Development | 65,443 | 307,750 | 50,000 | ||||||||||
Dr. Scott Peterson
|
Vice President of Research and Development | 37,312 | 200,000 | 50,000 |
The options granted to each of the officers have an exercise price equal to $3.32, the closing
price of our common stock on The NASDAQ Global Market on December 1, 2010. One fourth of the
shares underlying each option will vest on the first anniversary thereafter, and 1/48th of the
shares underlying each option will vest on each monthly anniversary of the date of grant, such that
the shares underlying each option will be fully vested on the fourth anniversary of the date of
grant.
Dr. Kirkman, Ms. Eastland, Mr. Christianson, Dr. Hausman and Dr. Peterson are eligible to
receive in 2011 incentive bonuses under our performance review policy of up to 50%, 30%, 35%, 30%
and 30%, respectively, of their base salary. The 2011 performance goals for our senior officers are
related to various corporate objectives, including objectives related to our financial condition,
stock price performance, development of our product candidates, technical operations, regulatory
filings and certain business development activities (although the weighting for such performance
goals differs between such senior officers).
SIGNATURES
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.
ONCOTHYREON INC. |
||||
By: | /s/ Robert L. Kirkman, M.D. | |||
Robert L. Kirkman, M.D. | ||||
President & Chief Executive Officer | ||||
Date: January 4, 2011