UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 10, 2013
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-31918 | 04-3072298 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 167 Sidney Street Cambridge, Massachusetts |
02139 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 679-5500
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 10, 2013, the Compensation Committee of the Board of Directors of Idera Pharmaceuticals, Inc. (the “Company”) approved compensation for its named executive officers, as set forth in the bullets and the table below:
| • | The payment of cash bonus award for 2013; |
| • | The grant of options to purchase shares of common stock of the Company; and |
| • | New annual base salaries for 2014. |
| Name |
2013 Bonus |
Stock Options (1) |
2014 Annual Salary |
|||||||||
| Sudhir Agrawal, D. Phil. |
$ | 274,500 | 850,000 | $ | 570,960 | |||||||
| President and Chief Executive Officer |
||||||||||||
| Louis J. Arcudi, III |
$ | 94,500 | 300,000 | $ | 327,600 | |||||||
| Senior Vice President of Operations, Chief Financial Officer, Treasurer and Secretary |
||||||||||||
| Robert D. Arbeit, M.D. |
$ | 90,000 | 200,000 | $ | 312,000 | |||||||
| Vice President, Clinical Development |
||||||||||||
| Timothy M. Sullivan, Ph.D. |
$ | 89,700 | 200,000 | $ | 310,960 | |||||||
| Vice President, Development Programs and Alliance Management |
||||||||||||
| (1) | Each of the options to purchase shares of the Company’s common stock is granted effective as of December 10, 2013 and made pursuant to the Company’s 2013 Stock Incentive Plan. The exercise price is $2.56, which is equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on December 10, 2013. Subject to the named executive officer’s continued employment with the Company on the applicable vesting date, the options vest in equal quarterly installments over four years commencing on the date of grant. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Idera Pharmaceuticals, Inc. | ||||||
| Date: December 13, 2013 |
By: | /s/ Louis J. Arcudi, III | ||||
| Louis J. Arcudi, III | ||||||
| Senior Vice President of Operations, | ||||||
| Chief Financial Officer, Treasurer and Secretary | ||||||
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