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Quotes & Info
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| CYTK > SEC Filings for CYTK > Form 8-K on 7-Jul-2009 | All Recent SEC Filings |
7-Jul-2009
Change in Directors or Principal Officers
(b) On July 1, 2009, Mark McDade tendered his resignation from the Board of the
Company as a Class III Director, with such resignation effective on July 1,
2009. Mr. McDade's resignation is due to personal reasons and an interest to
focus to his other professional activities and not the result of any
disagreement with the Company. Beginning July 1, 2009, Mr. McDade will provide
certain consulting services to the Company relating to strategic business
matters and business and corporate development activities pursuant to a
consulting agreement between Mr. McDade and the Company.
(e) On June 30, 2009, the Board of Directors (the "Board") of Cytokinetics, Inc.
(the "Company"), upon recommendation of the Compensation Committee of the Board,
approved a special cash bonus program for all of the Company's employees,
including the Company's principal executive officer, principal financial officer
and other named executive officers (as defined under applicable securities
laws). The Board adopted this special bonus program for employees of
Cytokinetics, Inc. in recognition of their efforts and contributions that have
permitted the Company to achieve its current position of relative financial
strength and strategic positioning. In particular, the Board recognized the
advancement of CK-1827452 in clinical development that resulted in the exercise
by Amgen Inc. of its option to acquire a license to the Company's cardiac myosin
activator program, triggering a $50 million payment to the Company, and the
recent closing by the Company of a registered direct financing. The cash bonus
payments will be made to the Company's employees, including the named executive
officers, in July 2009.
All cash bonuses under any bonus program of the Company are paid at the
discretion of the Board. The Compensation Committee exercised its discretion in
recommending the amount of these cash bonuses and did not attempt to quantify
the level of achievement of corporate goals or the extent to which each named
executive officer's division or department contributed to the overall success of
the Company.
Also on June 30, 2009, the Board, upon recommendation of the Compensation
Committee of the Board, increased 2009 base salaries for the Company's principal
executive officer, principal financial officer and other named executive
officers (as defined under applicable securities laws). The salary increases for
the Company's named executive officers were based on a review of each officer's
respective 2008 performance against both the Company's and the officer's
individual goals, the officer's broader contributions to the organization, the
role the officer is anticipated to play in 2009, and competitive salary data
provided by third-party executive compensation consultants. Such base salary
increases are effective as of July 1, 2009.
The special cash bonus amounts and adjusted 2009 base salaries for each of the
Company's named executive officers are listed below and incorporated herein by
reference.
Additional information regarding compensation of the named executive officers,
including the factors considered by the Compensation Committee in determining
compensation, were included in the Company's 2009 proxy statement.
2009 Salary Information for Named Executive Officers
2009 Base
Name Title Salary
Robert I. Blum President and Chief Executive Officer $ 500,000
Sharon A. Barbari Executive Vice President, Finance and Chief Financial Officer $ 372,000 (1)
David J. Morgans Executive Vice President, Preclinical Research and Development $ 363,000
Michael S. Rabson Senior Vice President, Business Development & Legal Affairs and General Counsel $ 360,000
Andrew A. Wolff Senior Vice President, Clinical Research and Development and Chief Medical Officer $ 370,000
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(1) On June 30,
2009, the
Board
appointed
Sharon A.
Barbari
Executive
Vice
President,
Finance and
Chief
Financial
Officer,
effective
July 1,
2009. Prior
to the
appointment,
Ms. Barbari
served as
the
Company's
Senior Vice
President,
Finance and
Chief
Financial
Officer.
Special Bonus Information for Named Executive Officers
Special Bonus
Name Title Amount
Robert I. Blum President and Chief Executive Officer $ 190,000
Sharon A. Barbari Executive Vice President, Finance and Chief Financial Officer $ 100,000
David J. Morgans Executive Vice President, Preclinical Research and Development $ 130,000
Michael S. Rabson Senior Vice President, Business Development & Legal Affairs and General Counsel $ 75,000
Andrew A. Wolff Senior Vice President, Clinical Research and Development and Chief Medical Officer $ 100,000
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