SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 29, 2012
IDENIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
60 Hampshire Street
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
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:
|¨||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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers|
(d) On March 1, 2012, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors of Idenix Pharmaceuticals, Inc. (the Company), the Board of Directors of the Company (the Board) elected Michael S. Wyzga to the Board and elected Thomas Hodgson, a current member and Lead Director of the Board and former President and Chief Operating Officer of Abbott Laboratories, to serve as Chairman of the Board. Mr. Wyzga will also serve as Chairman of the Audit Committee of the Board and as a member of the Compensation Committee of the Board. Mr. Wyzga is currently president, chief executive officer and a director of Radius Health, Inc. a biopharmaceutical company focused on developing new therapeutics for the treatment of osteoporosis and other womens health conditions.
Mr. Wyzga will be entitled to cash and equity compensation for his services on the Board in accordance with the Companys director compensation policies, as described under the heading Director Compensation in the proxy statement for our 2011 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 25, 2011.
On March 1, 2012, the Company issued a press release announcing the election of Mr. Wyzga to the Board and the election of Mr. Hodgson to Chairman of the Board. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 and incorporated by reference herein.
(e) At a meeting of the Compensation Committee (the Committee) of the Companys Board held on February 29, 2012, the Committee authorized the payment of annual bonus and equity awards to the Companys executive officers (other than Ronald C. Renaud, Jr., the Companys President and Chief Executive Officer) identified below for services rendered during the year ended December 31, 2011.
Additionally, the Committee approved annual base salaries and targets for cash bonus and equity incentives for 2012 for each of these executive officers. The Committee proposed a recommendation to the Companys Board regarding Mr. Renauds annual bonus and equity awards for services rendered during 2011 and his base salary and targets for cash bonus and equity incentives for 2012.
At a subsequent meeting of the Board held on March 1, 2012, the Board authorized the payment of an annual bonus award and the grant of the equity award to Mr. Renaud for services rendered during the year ended December 31, 2011 and approved his annual base salary and targets for cash bonus and equity incentives for 2012 based upon the Committees recommendation.
The Committee and the Boards respective determinations were made following a comprehensive review of the level of achievement of both corporate and individual performance goals for the year ended December 31, 2011.
Identified below is the 2011 cash bonus award and 2012 annual base salary, target cash bonus and equity incentive data with respect to each of the Companys named executive officers (as used in Instruction 4 to Item 5.02 of Form 8-K). For each named executive officer, the 2011cash bonus was based on the Companys performance of corporate goals related to preclinical, clinical, regulatory and financial targets. In addition to these corporate goals, which were applicable to all of the Companys executive officers, individual performance goals specific to executive officers were also considered.
Each executive officer named below is a party to a written employment arrangement with the Company. These agreements and arrangements have been filed as exhibits to the Companys annual and quarterly reports on file with the Securities and Exchange Commission. These arrangements provide for the annual payment of bonuses in a range from zero to 200% of the target bonus amount, dependent upon achievement of the previously determined performance goals. The bonus targets for each officer were established in the respective employment arrangements. To the extent that such bonus targets increase, the newly increased bonus target amount becomes the minimum bonus target amount for all future periods remaining during the term of the employment arrangement. The Committee may, in its discretion, review the target bonus and target option award for the executive officers named below at any time during the calendar year.
Named Executive Officer
Ronald C. Renaud, Jr.
President and Chief Executive Officer
Senior Vice President, Chief Financial Officer and Treasurer
Executive Vice President and Chief Medical Officer
Executive Vice President and Chief Scientific Officer
Senior Vice President, General Counsel
|(1)||The options have been granted pursuant to our stock incentive plans and are evidenced by stock option agreements that been approved by the Committee. The terms and conditions of these awards are substantially consistent with those granted to other employees of the Company. These terms and conditions are set forth in the employment agreements or arrangements between the Company and the respective officer.|
|(2)||The option vests in 48 equal monthly installments beginning on March 31, 2012.|
|(3)||Ms. Beckman was promoted to Vice President Chief Financial Officer and Treasurer in June 2011. Prior to such appointment, she served as Interim Chief Financial Officer and Treasurer since October 2010. She was promoted to Senior Vice President. Chief Financial Officer and Treasurer on February 29, 2012.|
|(4)||The option vests in 48 equal monthly installments beginning on February 29, 2012.|
|(5)||Dr. Standring was promoted to Executive Vice President and Chief Scientific Officer in February 2011. Prior to such appointment, he served as Executive Vice President, Biology.|
Additional information regarding compensation of executive officers will be included in the Companys proxy statement to be filed in connection with its 2012 Annual Meeting of Stockholders to be held on June 7, 2012.
|Item 9.01||Financial Statements and Exhibits|
|99.1||Press release, dated March 1, 2012, issued by Idenix Pharmaceuticals, Inc.|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
|IDENIX PHARMACEUTICALS, INC.|
|Date: March 6, 2012||By:||
/s/ Maria Stahl
|Senior Vice President and General Counsel|
FOR IMMEDIATE RELEASE
Idenix Pharmaceuticals Contacts:
Kelly Barry (617) 995-9033 (media)
Teri Dahlman (617) 995-9807 (investors)
IDENIX PHARMACEUTICALS ELECTS THOMAS HODGSON AS CHAIRMAN OF THE
BOARD AND APPOINTS MICHAEL WYZGA TO ITS BOARD OF DIRECTORS
Cambridge, MA, March 1, 2012 - Idenix Pharmaceuticals, Inc. (NASDAQ: IDIX), a biopharmaceutical company engaged in the discovery and development of drugs for the treatment of human viral diseases, today announced that it has elected Thomas R. Hodgson, a current member and Lead Director of Idenixs Board and former President and Chief Operating Officer of Abbott Laboratories, to serve as Chairman of the Board. Additionally, Idenix has appointed Michael S. Wyzga to its Board of Directors and he will serve as Chairman of the Audit Committee. Mr. Wyzga is currently President and Chief Executive Officer of Radius Health, Inc., a leading company developing a new generation of drug therapies for osteoporosis and womens health. Mr. Wyzga has more than 20 years of experience in the biotechnology and high-technology industries providing leadership in the areas of corporate finance, strategic planning and business development, most recently serving as Executive Vice President, Finance and Chief Financial Officer of Genzyme Corporation.
Tom Hodgson has served on Idenixs Board for 10 years and he has made significant contributions to Idenixs progress during that time. I look forward to his continued guidance and leadership as Chairman, said Ron Renaud, President and Chief Executive Officer of Idenix.
Renaud continued, We are also pleased to have Mike join the Idenix Board of Directors, bringing a depth of industry experience from his notable 13-year tenure with Genzyme. His financial leadership and strategic planning background will be a valuable asset to the Board as we continue to advance our pipeline of novel HCV drug candidates.
Prior to joining Radius, Mr. Wyzga was Executive Vice President, Finance and Chief Financial Officer of Genzyme until its acquisition by Sanofi in April 2011. Mr. Wyzga joined Genzyme in 1998 and held primary responsibility for the firms financial management worldwide. He provided key leadership in the successful $20.1 billion sale of Genzyme to Sanofi, which was the second-largest acquisition in biotechnology history. Prior to joining Genzyme, Mr. Wyzga was Chief Financial Officer of Sovereign Hill Software. He previously served as Vice President of Finance and Chief Financial Officer of CacheLink Corporation, a client/service software company. Mr. Wyzga also held management positions at Lotus Development Corporation and Digital Equipment Corporation. He received an MBA from Providence College and a BS from Suffolk University.
Idenix Pharmaceuticals, Inc., headquartered in Cambridge, Massachusetts, is a biopharmaceutical Company engaged in the discovery and development of drugs for the treatment of human viral diseases. Idenixs current focus is on the treatment of patients with hepatitis C infection. For further information about Idenix, please refer to www.idenix.com.