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): March 10, 2014

 

 

POZEN INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-31719   62-1657552

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1414 Raleigh Road, Suite 400

Chapel Hill, North Carolina

  27517
(Address of Principal Executive Offices)   (Zip Code)

(919) 913-1030

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

¨ 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 March 10, 2014, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of POZEN Inc. (the “Company”) approved the following annual incentive awards attributable to 2013 performance for certain named executive officers of the Company as set forth below:

 

Name

  

Position

   Cash
Bonus
     Number
of Stock
Options
     LTIP
Cash
Award
    LTIP
Options
     LTIP
Restricted
Stock
Units
    Number of
Restricted
Stock Units
 

John R.

Plachetka

  

Chairman, President and

Chief Executive Officer

   $ 382,700         —         $ 850,000 (1)      —           98,039 (2)(3)      —     

William L.

Hodges

  

Chief Financial Officer

and Senior Vice President,

Finance and Administration

   $ 140,100         —           —          —           —          20,000 (2)(4) 

Gilda M.

Thomas

   Senior Vice President and General Counsel    $ 130,800         —           —          —           —          20,000 (2)(4) 

John Fort

   Chief Medical Officer    $ 147,600         —           —          —           —          20,000 (2)(4) 

Dennis

McNamara

  

Senior Vice President and

Chief Business Officer

   $ 44,630                   15,000 (2)(4) 

 

(1) Dr. Plachetka’s Long Term Incentive Plan cash award shall vest annually over a three year period, beginning March 14, 2014.
(2) Grant date was March 14, 2014.
(3) Dr. Plachetka’s Long Term Incentive Plan restricted stock units grant shall vest 25% annually over four years commencing upon the first anniversary of the date of grant, subject to continued employment or service to the Company. Once vested, the restricted stock units are payable when Dr. Plachetka ceases to be employed by or perform services for the Company; provided that to the extent required to comply with IRS Section 409A, the shares will not be issued until a date that is six months after Dr. Plachetka has ceased to be employed by or provide services to the Company.
(4) The restricted stock units vest 25% annually over four years commencing upon the first anniversary of the date of grant, subject to continued employment or service to the Company.

The awards described above were made in connection with each such executive officer’s annual performance review. The annual cash bonuses and restricted stock units were awarded in the discretion of the Compensation Committee and were based on each executive officer’s annual cash bonus and equity targets, as established by the Compensation Committee, and the Compensation Committee’s evaluation of the performance of each executive officer. As a part of this performance evaluation, the Compensation Committee considered the achievement of the Company’s corporate goals and other significant accomplishments as well as the achievement of the executive officer’s individual goals during the year.


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.

 

POZEN INC.
By:  

/s/ William L. Hodges

Name:   William L. Hodges
Title:   Chief Financial Officer

Date: March 14, 2014