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CYTK > SEC Filings for CYTK > Form 8-K on 7-Jul-2009All Recent SEC Filings

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Form 8-K for CYTOKINETICS INC


7-Jul-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain 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

(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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