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 1, 2010
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 1, 2010, the
Board of Directors (the “Board”) of Nektar
Therapeutics, Inc., a Delaware corporation (the “Company”), 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,
2010, the Board increased his annual base salary from $735,000 to
$760,725. His 2010 annual performance-based bonus compensation target
remains at 75% of his 2010 annual base salary. The actual amount of
Mr. Robin’s 2010 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
1, 2010, the Board awarded Mr. Robin a cash bonus of $1,000,000 for the 2009
annual performance period, which represented 181.4% of his 2009 annual
performance-based bonus compensation target.
For John
Nicholson, Senior Vice President and Chief Financial Officer, effective February
1, 2010, the Committee increased his annual base salary from $461,000 to
$480,000. Mr. Nicholson’s 2010 annual performance-based bonus target
remains at 50% of his 2010 annual base salary. The actual amount of
Mr. Nicholson’s 2010 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
1, 2010, the Committee awarded Mr. Nicholson a cash bonus of $403,500 for the
2009 annual performance period, which represented 175% of his 2009 annual
performance-based bonus compensation target.
For
Bharatt Chowrira, Senior Vice President and Chief Operating Officer, effective
February 1, 2010, the Committee increased his annual base salary from $494,000
to $512,000. Mr. Chowrira’s 2010 annual performance-based bonus
target remains at 60% of his 2010 annual base salary. The actual
amount of Mr. Chowrira’s 2010 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 1, 2010, the Committee awarded Mr.
Chowrira a cash bonus of $415,000 for the 2009 annual performance period, which
represented 140% of his 2009 annual performance-based bonus compensation
target.
For Gil
Labrucherie, Senior Vice President and General Counsel, effective February 1,
2010, the Committee increased his annual base salary from $415,000 to
$436,000. Mr. Labrucherie’s 2010 annual performance-based bonus
target remains at 50% of his 2010 annual base salary. The actual
amount of Mr. Labrucherie’s 2010 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 1, 2010, the Committee awarded Mr.
Labrucherie a cash bonus of $363,500 for the 2009 annual performance period,
which represented 175% of his 2009 annual performance-based bonus compensation
target.
Effective
February 1, 2010, Jillian B. Thomsen, Vice President and Chief Accounting
Officer, was promoted and appointed by the Board as Senior Vice President and
Chief Accounting Officer, reporting to John Nicholson, Senior Vice President and
Chief Financial Officer. In connection with the promotion, Ms. Thomsen’s
2010 annual base salary was increased from $280,000 to $300,000 and her 2010
annual performance bonus target was increased from 40% to 50% of her base annual
salary (“Performance
Bonus Target”). Ms. Thomsen’s 2010 actual annual performance
bonus will range from 0% to 200% of the Performance Bonus Target based on the
assessment by the Committee, in consultation with the Chief Executive Officer,
of her achievement of a combination of corporate and personal
objectives. On February 1, 2010, the Committee awarded Ms. Thomsen a
cash bonus of $179,500 for the 2009 annual performance period, which represented
160% of her 2009 annual performance-based bonus compensation
target.
Item 7.01. Regulation FD
Disclosure
On
February 1, 2010, Mr. Robin was granted a stock option to purchase 500,000
shares of the Company’s common stock pursuant to the terms and conditions of the
Company’s 2008 Equity Incentive Plan (the “Stock
Plan”). The exercise price of the stock option was set at
$11.34, the closing price of the Company’s common stock on the NASDAQ Global
Select Market on the February 1, 2010 grant date. The shares subject to
this stock option grant will vest according to a four-year vesting schedule on a
monthly pro rata basis.
On
February 1, 2010, Mr. Nicholson was granted a stock option to purchase 120,000
shares of the Company’s common stock pursuant to the terms and conditions of the
Stock Plan. The exercise price of the stock option was set at
$11.34. The shares subject to this stock option grant will vest
according to a four-year vesting schedule on a monthly pro rata
basis.
On
February 1, 2010, Mr. Chowrira was granted a stock option to purchase 100,000
shares of the Company’s common stock pursuant to the terms and conditions of the
Stock Plan. The exercise price of the stock option was set at
$11.34. The shares subject to this stock option grant will vest
according to a four-year vesting schedule on a monthly pro rata
basis.
On
February 1, 2010, Mr. Labrucherie was granted a stock option to purchase 120,000
shares of the Company’s common stock pursuant to the terms and conditions of the
Stock Plan. The exercise price of the stock option was set at
$11.34. The shares subject to this stock option grant will vest
according to a four-year vesting schedule on a monthly pro rata
basis.
The
information in this Item 7.01 is being furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), or otherwise subject to the liability of that section, nor shall
such information be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as otherwise stated 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
4, 2010
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