Form 8-K

 

 

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): December 18, 2012

 

 

Achillion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33095   52-2113479

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

300 George Street

New Haven, CT

  06511
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 624-7000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ 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 14a-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

Executive Officer Compensation, Bonuses and Equity Grants

On December 18, 2012, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Achillion Pharmaceuticals, Inc. (the “Company”) authorized the payment of annual bonus awards to the Company’s principal executive officer, principal financial officer and other Named Executive Officers (as defined in Item 402(a)(3) of Regulation S-K) for work performed by each such officer during the year ended December 31, 2012 (the “2012 Bonus Award”) and approved annual base salaries to be effective as of January 1, 2013. Bonus awards for each officer are based on the Company’s overall performance in the fiscal year, as well as each officer’s individual performance as measured against pre-determined corporate and personal objectives. The target bonus amounts previously established by the Company’s Board of Directors are 35% of the base salary for each senior vice president or executive vice president, 40% of the base salary for the president of research and development and 60% of the base salary for the Company’s chief executive officer. In addition, in consideration of particularly positive achievements during 2012 by our president of research and development and our chief financial officer, the Compensation Committee, in their discretion, granted additional awards as shown below.

In addition to receiving bonus awards, each executive officer was granted an incentive stock option to purchase shares of the Company’s common stock at a purchase price equal to $8.64 per share, representing the closing price of the Company’s common stock on the Nasdaq Global Select Stock Market on the date of grant. Such options are subject to the provisions of the Company’s 2006 Stock Incentive Plan, as amended (the “Plan”), vest over a period of four years, and have a term of ten years. The following table sets forth the 2012 Bonus Awards and equity option awards and the 2013 annual base salary amounts for each such officer:

 

Name of Executive Officer

   2012 Bonus
Award
     2012
Additional
Award
     Total
2012
Bonus
Award
and
Additional
Awards
     No. Shares
Subject to
2012
Performance
Equity Grant
     2013 Base
Salary
     Target
Bonus
Percentage
 

Michael D. Kishbauch

   $ 292,338          $ 292,338         350,000       $ 496,200         60 %

Milind S. Deshpande, Ph.D.

   $ 161,272       $ 40,000       $ 201,272         145,000       $ 387,400         40 %

Gautam Shah, Ph.D.

   $ 117,282          $ 117,282         145,000       $ 334,400         35 %

Mary Kay Fenton

   $ 113,176       $ 25,000       $ 138,176         145,000       $ 326,400         35 %

Joseph Truitt

   $ 109,558          $ 109,558         145,000       $ 313,300         35 %


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ACHILLION PHARMACEUTICALS, INC.
Date: December 21, 2012     By:  

/s/ Mary Kay Fenton

     

Mary Kay Fenton

Chief Financial Officer