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, 2019
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 000-51531 | | 94-3295878 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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395 Oyster Point Boulevard, Suite 400 South San Francisco, California | | 94080 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (650) 266-3500
Not Applicable
(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:
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02 | Compensatory Arrangements of Certain Officers. |
Adoption of 2019 Bonus Program
On February 1, 2019, the Compensation Committee of the Board, or the Committee, of Sunesis Pharmaceuticals, Inc., or Sunesis, approved the 2019 Bonus Program. The 2019 Bonus Program provides Sunesis’ executive officers and other eligible employees the opportunity to earn bonuses based on the level of achievement by Sunesis of certain corporate objectives, or the Corporate Objectives, and by each participant of certain individual objectives, or the Individual Objectives, from January 1, 2019 through December 31, 2019.
The Committee has approved the Corporate Objectives for 2019. The Committee will set the Individual Objectives of the executive officer participants based on the recommendations of the chief executive officer. The Individual Objectives of non-executive participants will be set by each participant’s immediate supervisor. Each eligible participant in the 2019 Bonus Program may receive a bonus in an amount up to a specified percentage of such participant’s annual base salary earned in 2019, or the Bonus Targets; provided, that the Committee may, in its sole discretion, pay all or any portion of an earned bonus to any participant in shares of common stock granted under the 2011 Equity Incentive Plan. Under the 2019 Bonus Program, the Bonus Targets range from 30.0% to 55.0% of a participant’s 2019 base salary for vice president level employees and above. Bonus Targets for participants will be correspondingly adjusted downward in the event the Corporate Objectives are deemed by the Committee to have not been fully achieved. The Committee also has the right, in its sole discretion, to adjust the Bonus Target of any participant upward in the event of over-achievement of the Corporate Objectives as determined by the Committee. The Committee has set the Bonus Targets for each named executive officer as follows:
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Named Executive Officer | | Bonus
Target
Percentage | |
William P. Quinn
Senior Vice President, Finance and Corporate Development | | | 35.0 | % |
Sunesis’ interim chief executive officer, Dayton Misfeldt, is not eligible to participate in the 2019 Bonus Program.
The Committee will determine the degree to which the Corporate Objectives have been met after considering any analyses and recommendations of management. Based on such determination, the Committee will adjust these Bonus Targets accordingly.
The Committee will also determine the level of achievement of the Individual Objectives by executive officer participants based on the recommendations of the chief executive officer. The level of achievement of Individual Objectives by non-executive participants will be determined by the Committee based on recommendations of an executive committee designated by the Committee.
There is no set formula for determining the bonus amount under the 2019 Bonus Program based on the achievement of the Corporate and Individual Objectives. Rather, the Committee will exercise its discretion in determining the bonus amount actually earned by each participant. Awards under the 2019 Bonus Program are expected to occur in the first quarter of 2020. A participant must remain an employee on the payment date under the 2019 Bonus Program to be eligible to earn a bonus.
The description of the 2019 Bonus Program contained herein does not purport to be complete and is qualified in its entirety by reference to the 2019 Bonus Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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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| | | | SUNESIS PHARMACEUTICALS, INC. |
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Dated: February 4, 2019 | | | | By: | | /s/ Dayton Misfeldt |
| | | | | | Dayton Misfeldt |
| | | | | | Interim Chief Executive Officer |
