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): December 16, 2009
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33734
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94-3200380 |
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(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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4939 Directors Place
San Diego, California
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92121 |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 652-6500
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:
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 1.01. Entry into a Material Definitive Agreement.
Amendment of 2004 Stock Incentive Plan
On December 16, 2009, the Compensation Committee of our Board of Directors (the “Compensation
Committee”) recommended, and our Board of Directors (the “Board”) approved, an amendment of
the Company’s 2004 Stock Incentive Plan to remove from Article Four thereof the provision
concerning the automatic grants of stock options to members of the Board for their service on
committees of the Board. Beginning January 2010, each committee member will receive annual
cash compensation in lieu of these stock options as follows:
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Audit Committee Chairperson |
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$ |
20,000 |
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Audit Committee Member |
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$ |
8,000 |
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Compensation Committee Chairperson |
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$ |
12,000 |
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Compensation Committee Member |
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$ |
5,000 |
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Nominating & Corporate Governance Committee Chairperson |
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$ |
8,000 |
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Nominating & Corporate Governance Committee Member |
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3,000 |
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The payments listed above will be made to committee members in four equal payments at the end
of each calendar quarter, contingent on their continued and uninterrupted service on the
applicable committee(s). Payments will be pro rated in the event of a termination or
interruption in service.
The foregoing amendment does not affect stock options previously granted and issued to
committee members for prior service.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
2010 Base Salaries
On December 16, 2009, the Compensation Committee recommended, and the Board approved, base
salaries for our named executive officers. The following table sets forth the 2010 base
salary with respect to each named executive officer.
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| Name |
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2010 Base Salary |
Barry D. Quart, Pharm. D. — Chief Executive Officer |
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460,000 |
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Christopher W. Krueger — Senior Vice President, Chief Business Officer |
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280,800 |
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John W. Beck
— Senior Vice President, Finance & Operations, Chief Financial Officer |
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$ |
297,900 |
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Kimberly J. Manhard — Senior Vice President,
Regulatory Affairs & Development Operations |
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$ |
300,900 |
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Incentive Cash Bonuses
Our Board of Directors annually establishes targeted corporate goals, including research and
development, business development and financial goals, for the ensuing fiscal year. The
Compensation Committee also establishes individual goals each year for executive officers.
In connection with these goals, the Compensation Committee and the Board establish maximum
incentive cash bonus amounts for each named executive officer in the event that all corporate
and, in the case of each named executive officer other than
our Chief Executive Officer, individual goals are achieved. Our Chief Executive Officer’s
incentive cash bonus is based entirely on the achievement of corporate goals. Incentive cash
bonuses for each other executive officer are based 75% on the achievement of corporate goals
and 25% on the achievement of individual goals. Actual incentive cash bonuses paid are
solely at the discretion of the Compensation Committee and the Board, may be higher or lower
than the established target and are based on subjective overall determination of our
performance relative to the corporate and, as applicable, individual goals achieved. Based
on that determination,