Current Report Filing (8-k)
01 Février 2016 - 10:04PM
Edgar (US Regulatory)
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): January 27, 2016
Portola Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35935 |
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20-0216859 |
(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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270 E. Grand Avenue
South San Francisco, California |
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94080 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (650) 246-7300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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) |
¨ |
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2016, the Compensation Committee of the Board (the Compensation
Committee) approved for Portolas named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission): (i) cash incentive bonuses for the 2015 fiscal year payable in
connection with the Companys and each named executive officers performance during 2015, (ii) 2016 base salaries (effective retroactively to January 1, 2016), and (iii) certain grants of stock options, restricted stock unit
awards and performance stock unit awards (the 2016 Executive Compensation). On January 27, 2016, the Board, after considering the recommendation by the Compensation Committee, approved the 2016 Executive Compensation as set forth in
the tables below:
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NAME |
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BONUS FOR 2015 PERFORMANCE |
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2016 BASE SALARY |
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2016 TARGET BONUS PERCENTAGE |
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Bill Lis |
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$ |
315,000.00 |
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$ |
530,000.00 |
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70 |
% |
John Curnutte |
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$ |
189,515.00 |
(1) |
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$ |
430,503.53 |
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45 |
% |
Mardi C. Dier |
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$ |
179,972.00 |
(2) |
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$ |
412,775.17 |
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45 |
% |
Notes:
(1) |
Includes $21,057 discretionary bonus. |
(2) |
Includes $19,997 discretionary bonus. |
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NAME |
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NUMBER OF OPTION SHARES(1) |
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NUMBER OF RSUS(2) |
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NUMBER OF PSUS(3) |
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Bill Lis |
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112,500 |
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28,125 |
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28,125 |
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John Curnutte |
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40,000 |
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10,000 |
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10,000 |
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Mardi C. Dier |
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55,000 |
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13,750 |
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13,750 |
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Notes:
(1) |
1/48th of the shares initially subject to the option shall vest on each monthly anniversary following January 1, 2016. |
(2) |
1/3rd of the shares subject to the grant shall vest on each one-year anniversary following January 1, 2016. |
(3) |
Each Performance Stock Unit (PSU) represents a contingent right to receive one share of Issuers Common Stock. The PSUs vest as follow: 50% of the PSUs will become vested upon achievement of
Portolas gross product sales target for Andexanet alfa, and up to 50% of the remaining PSUs may vest subject to the timing of approval of Betrixaban by the United States Food and Drug Administration. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Portola Pharmaceuticals, Inc. |
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Dated: February 1, 2016 |
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By: |
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/s/ Mardi C. Dier |
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Mardi C. Dier |
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Executive Vice President and Chief Financial Officer |
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