Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
INFI > SEC Filings for INFI > Form 8-K on 13-Jun-2013All Recent SEC Filings

Show all filings for INFINITY PHARMACEUTICALS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INFINITY PHARMACEUTICALS, INC.


13-Jun-2013

Change in Directors or Principal Officers, Submission of Matters t


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

(e) At our Annual Meeting of stockholders held on June 11, 2013 (the "Annual Meeting"), our stockholders approved Amendment No. 4 to our 2010 Stock Incentive Plan, as amended (the "2010 Plan"), which amendment had previously been adopted by our Board of Directors, subject to shareholder approval, to increase the number of shares of our common stock that may be issued pursuant to awards granted under the 2010 Plan by an additional 1,485,000 shares. The description of the 2010 Plan set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the 2010 Plan attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Key features of the 2010 Plan are summarized as follows:

Number of Shares Available for Award

Up to 7,485,000 shares of our common stock may be issued pursuant to awards granted under the 2010 Plan, subject to adjustment in the event of stock splits and other similar events. Shares issued under the 2010 Plan may be authorized and unissued shares, or may be issued from shares that we have reacquired (provided that open-market purchases of shares using the proceeds from the exercise of awards do not increase the number of shares available for future grants).

The 2010 Plan uses a "fungible share" concept under which the awards of options and stock appreciation rights, or SARs, cause one share per covered share to be removed from the available share pool, while the award of restricted stock, restricted stock units, or other stock-based awards where the price charged for the award is less than 100% of the fair market value of our common stock will be counted against the pool as 1.35 shares. Shares covered by awards under the 2010 Plan that are forfeited, cancelled or otherwise expire without having been exercised or settled, or that are settled by cash or other non-share consideration, become available for issuance pursuant to a new award and will be credited back to the pool at the same rates described above. Shares that are tendered or withheld to pay the exercise price of an award or to satisfy tax withholding obligations are not available for issuance pursuant to new awards. Shares are subtracted for exercises of SARs using the proportion of the total SAR that is exercised, rather than the number of shares actually issued.

Types of Awards

The 2010 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, or "Code", nonstatutory stock options, SARs, restricted stock, restricted stock units and other stock-based and cash-based awards as described below.

Incentive Stock Options and Nonstatutory Stock Options. Optionees receive the right to purchase a specified number of shares of Common Stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Subject to the limitations described below, options must be granted at an exercise price equal to or greater than the fair market value of our common stock on the date of grant. Under the 2010 Plan, options may not be granted for a term in excess of ten years. Options may not provide for the automatic grant of additional shares in connection with the exercise of the original option, and options may not provide for the payment or accrual of dividend equivalents. The 2010 Plan permits the following forms of payment of the exercise price of options:

payment by cash, check or in connection with a "cashless exercise" through a broker;



subject to certain conditions, surrender to the company of shares of our common stock;

subject to certain conditions, "net exercise" in which a portion of the shares to be issued on exercised are withheld to pay the exercise price;

any other lawful means; or

any combination of these forms of payment.

Director Options. The 2010 Plan provides for the automatic grant of options to members of our board of directors who are not employees as follows:

Each non-employee director initially elected to the board will receive, on the date of his or her initial election to the board, a nonstatutory option to purchase 30,000 shares of our common stock. Shares subject to each such option will become exercisable in equal quarterly installments beginning at the end of the first quarter after the date of grant, provided that the holder of the option continues to serve as a director.

Each non-employee director shall, on the date of each annual stockholders meeting after his or her initial election to the board, receive a nonstatutory option to purchase 15,000 shares of common stock. Shares of common stock subject to each such option will be exercisable in equal quarterly installments beginning at the end of the first quarter after the date of grant, provided that the holder of the option continues to serve as a director.

Each non-employee director who serves in the following positions will receive additional nonstatutory options to purchase shares of our common stock in the amounts indicated below upon the date of commencement of service in such position and upon the date of each annual stockholder meeting thereafter. Each of these grants will be exercisable in equal quarterly installments beginning at the end of the first quarter after the date of grant, provided that the holder of such option continues to serve in the applicable position:

Position                                                         Stock Option Grant

Chair of the Board                                                     12,000 shares

Lead Outside Director, if not Chair of the Board                       10,000 shares

Chair of Research and Development Committee                             4,000 shares

Chair of Audit Committee                                                4,000 shares

Chair of Compensation Committee                                         2,000 shares

Chair of Nominating and Corporate Governance Committee, if
not Lead Outside Director                                               2,000 shares

Each automatic grant will have an exercise price per share equal to the fair market value per share of our common stock on the grant date and will have a term of 10 years, subject to earlier termination following the optionee's cessation of board service unless otherwise modified by our board of directors. In addition, these options will immediately vest in full upon certain changes in control or ownership or upon the optionee's death or disability while a board member. Our board of directors retains the specific authority to increase or . . .



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, our stockholders voted on three matters as follows:

1. The following nine nominees were elected to our Board of Directors to serve for a one-year term expiring at the 2014 annual meeting of stockholders:

                                                 Votes            Votes           Broker
                              Votes For         Against         Abstaining       Non-Votes
  Martin Babler                38,814,613          192,293          759,667       3,257,342
  Anthony B. Evnin, Ph.D.      38,813,493          193,470          759,610       3,257,342
  Gwen A. Fyfe, M.D.           27,048,896       11,942,423          775,254       3,257,342
  Eric S. Lander, Ph.D.        21,877,145       17,114,632          774,796       3,257,342
  Thomas J. Lynch, M.D.        23,867,913       15,139,050          759,610       3,257,342
  Adelene Q. Perkins           35,874,228        3,132,736          759,609       3,257,342
  Norman C. Selby              38,805,813          191,950          768,810       3,257,342
  Ian F. Smith                 38,717,457          289,506          759,610       3,257,342
  Michael C. Venuti, Ph.D.     38,984,839           22,067          759,667       3,257,342



2. Amendment No. 4 to our 2010 Plan was approved and an additional 1,485,000 shares of Common Stock were reserved for issuance thereunder.

Votes For Votes Against Votes Abstaining Broker Non-Votes 23,846,051 15,153,368 767,154 3,257,342

3. Our 2013 ESPP was approved and 250,000 shares of Common Stock were reserved for issuance thereunder.

Votes For Votes Against Votes Abstaining Broker Non-Votes 35,257,238 3,738,851 770,484 3,257,342

4. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year was ratified.

Votes For Votes Against Votes Abstaining Broker Non-Votes 42,183,970 42,627 797,318 -



Item 8.01. Other Events.

Additionally, at our Annual Meeting our stockholders approved our 2013 Employee Stock Purchase Plan (the "2013 ESPP") and the reservation of 250,000 shares for future issuance thereunder, which plan had previously been adopted by our Board of Directors, subject to shareholder approval. A copy of the 2013 ESPP and an amendment thereto is filed as Exhibit 99.1 hereto and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is included in this report:

           Exhibit No.   Description

           10.1          2010 Stock Incentive Plan, as amended

           99.1          2013 Employee Stock Purchase Plan, as amended


  Add INFI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for INFI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.