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): January 19, 2017
CymaBay Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36500 | 94-3103561 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7999 Gateway Blvd, Suite 130
Newark, CA 94560
(Address of principal executive offices)
(510) 293-8800
(Registrant’s 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 (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. |
Compensation Matters
On January 19, 2017, the Board of Directors of CymaBay Therapeutics, Inc. took the following compensation actions with respect to CymaBay’s following executive officers (collectively, the “Officers”):
2016 Officer Bonuses
Approved the 2016 cash bonuses for the Officers based on CymaBay’s performance as against targets established by the CymaBay’s Board of Directors for the calendar year 2016:
| Executive Officer | Title | Bonus | ||
| Harold Van Wart | President and Chief Executive Officer | $260,075 | ||
| Sujal Shah | Chief Financial Officer | $121,023 | ||
| Charles McWherter | Senior Vice President and Chief Scientific Officer | $136,125 | ||
2017 Salaries
Approved the 2017 salaries for the Officers, to be effective January 1, 2017, as follows:
| Executive Officer | Title | 2017 Salary | ||
| Harold Van Wart | President and Chief Executive Officer | $530,553 | ||
| Sujal Shah | Chief Financial Officer | $352,696 | ||
| Charles McWherter | Senior Vice President and Chief Scientific Officer | $367,563 | ||
2017 Target Bonuses
Approved the 2017 target bonuses for the Officers, as follows:
| Executive Officer | Title | Percentage of 2017 Salary | ||
| Harold Van Wart | President and Chief Executive Officer | 50% | ||
| Sujal Shah | Chief Financial Officer | 35% | ||
| Charles McWherter | Senior Vice President and Chief Scientific Officer | 35% | ||
Actual 2017 bonuses will be determined based on corporate and individual performance measured against target goals yet to be established.
Option Grants
Approved stock option grants under CymaBay’s 2013 Equity Incentive Plan to the following Officers:
| Executive Officer | Title | Shares subject to Option | ||
| Harold Van Wart | President and Chief Executive Officer | 200,000 | ||
| Sujal Shah | Chief Financial Officer | 100,000 | ||
| Charles McWherter | Senior Vice President and Chief Scientific Officer | 100,000 | ||
The options have an exercise price of $1.72 per share and vest over a four-year period, with one-quarter of the shares subject to the option vesting on the first anniversary of the grant date of January 19, 2017, and the remaining three-quarter of the shares subject to the options vesting ratably on a monthly basis over the following thirty-six (36) months thereafter provided such officer is continuing to provide services to CymaBay on such vesting date.
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.
| CymaBay Therapeutics, Inc. | ||
| By: | /s/ Sujal Shah | |
| Name: | Sujal Shah | |
| Title: | Chief Financial Officer | |
Dated: January 23, 2017