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): February 23, 2009
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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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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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(e) On February 23, 2009, the
Board of Directors of Nektar Therapeutics (the "Board") and the Organization and
Compensation Committee of the Board (the “Committee”) approved changes to the
compensation of certain of its named executive
officers.
For Howard W. Robin, President and Chief
Executive Officer, effective February 1, 2009, the Board increased his annual
base salary from $680,000 to $735,000. The Board also increased his
2009 annual performance-based bonus compensation target from 65% to 75% of his
2009 annual base salary. The actual amount of Mr. Robin's 2009 annual
performance bonus will range from 0% to 200% of the target annual bonus based on
the Board's assessment of his achievement of a combination of corporate and
personal objectives. On February 23, 2009, the Board awarded
Mr. Robin a cash bonus of $618,800 for the 2008 annual performance period, which
represented 140% of his 2008 annual performance-based bonus compensation
target.
For John Nicholson, Senior Vice
President and Chief Financial Officer, effective February 1, 2009, the Committee
increased his annual base salary from $444,125 to $461,000. Mr.
Nicholson’s 2009 annual performance-based bonus target remains at 50% of his
2009 annual base salary. The actual amount of Mr. Nicholson's 2009
annual performance bonus will range from 0% to 200% of the target annual bonus
based on the Committee's assessment of his achievement of a combination of
corporate and personal objectives. On February 23, 2009, the
Committee awarded Mr. Nicholson a cash bonus of $388,609 for the 2008 annual
performance period, which represented 175% of his 2008 annual performance-based
bonus compensation target.
Item
7.01. Regulation FD Disclosure
On February 23, 2009,
Mr. Robin was granted a stock option to purchase 525,000 shares pursuant to the
terms and conditions of Nektar's 2000 Equity Incentive Plan (the “Stock
Plan”). The exercise price of the stock option was set at the
closing price of Nektar's common stock on the NASDAQ Global Select Market on the
February 23, 2009 grant date. The shares subject to this stock option grant will
vest according to a 4-year vesting schedule on a monthly pro rata
basis.
On February 23, 2009, Mr. Nicholson was
granted a stock option to purchase 120,000 shares pursuant to the terms and
conditions of the Stock Plan. The exercise price of the stock
option was set at the closing price of Nektar's common stock on the NASDAQ
Global Select Market on the February 23, 2009 grant date. The shares
subject to this stock option grant will vest according to a 4-year vesting
schedule on a monthly pro rata basis.
The
information in Item 7.01 of this report shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information contained herein and in the
accompanying exhibit shall not be incorporated by reference into any filing with
the Securities and Exchange Commission made by Nektar Therapeutics, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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By:
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/s/
Gil M. Labrucherie
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Gil
M. Labrucherie
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General
Counsel and Secretary
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Date:
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February
25, 2009
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