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): April 1, 2011
IDENIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-49839 |
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45-0478605 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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60 Hampshire Street
Cambridge, MA
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02139 |
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 995-9800
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| (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:
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))
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers |
At a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of
Idenix Pharmaceuticals, Inc. (the “Company”) held on April1, 2011, the Committee approved increases
to targets for equity incentives for 2011 to the Company’s executive officers (other than Ronald C.
Renaud, Jr., the Company’s President and Chief Executive Officer) identified below. The Committee
proposed a recommendation to the Company’s Board of Directors (the “Board”) regarding an increase
to Mr. Renaud’s target for equity incentives for 2011.
Through a subsequent written consent, the Board approved Mr. Renaud’s target for equity
incentives for 2011 based upon the Committee’s recommendation.
The Committee and the Board’s respective determinations were made following a comprehensive
review of market data.
Identified below is the 2011 equity incentive data with respect to each of the Company’s
“named executive officers” (as used in Instruction 4 to Item 5.02 of Form 8-K), other than Jean
Pierre Sommadossi, the Company’s former Chief Executive Officer, and John Weidenbruch, the
Company’s former Executive Vice President and General Counsel. Dr. Sommadossi ceased to be an
officer of the Company on October 28, 2010 and Mr. Weidenbruch ceased to be an officer of the
Company on August 31, 2010.
Other than Ms. Beckman, each executive officer named below is a party to a written employment
arrangement with the Company. These agreements and arrangements have been filed as exhibits to the
Company’s annual and quarterly reports on file with the Securities and Exchange Commission. The
Committee may, in its discretion, review the target option award for the executive officers named
below at any time during the calendar year.
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Targeted Shares |
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Targeted Shares |
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Underlying Stock |
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Underlying Stock |
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| Named Executive |
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Options for fiscal |
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Options For fiscal |
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| Officer |
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Title |
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2010 |
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2011 |
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Ronald Renaud |
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President and Chief |
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300,000 |
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350,000 |
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Executive Officer |
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Daniella Beckman |
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Interim Chief Financial |
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N/A |
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N/A |
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Officer and Treasurer |
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Douglas Mayers |
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Executive Vice |
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60,000 |
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120,000 |
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President, Clinical |
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Development and |
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Chief Medical Officer |
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David Standring |
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Executive Vice |
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50,000 |
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120,000 |
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President and Chief |
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Scientific Officer |
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Maria Stahl |
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Senior Vice President |
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80,000 |
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100,000 |
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and General Counsel |
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Additional information regarding compensation of executive officers will be included in the
Company’s proxy statement to be filed in connection with its Annual Meeting of Stockholders to be
held on June 2, 2011.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
IDENIX PHARMACEUTICALS, INC.
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| Date: April 6, 2011 |
By: |
/s/Maria Stahl
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Maria Stahl |
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Senior Vice President and General Counsel |
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