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 22, 2008
MAP PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-33719 | | 20-0507047 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 2400 Bayshore Parkway, Suite 200, Mountain View, CA | | 94043 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (650) 386-3100
(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 1.01 | Entry into a Material Definitive Agreement |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 22, 2008, the Compensation Committee of MAP Pharmaceuticals, Inc. (the “Company”) approved the following actions relating to certain of the executive officers of the Company.
2007 Cash Bonus Payments
The Compensation Committee approved the following cash bonus payments to the Chief Executive Officer and the four next most highly compensated executive officers (the “Named Executive Officers”) for achieving objectives that were established by the Compensation Committee in early 2007. The performance-based cash bonus plan for 2007 for the Chief Executive Officer and the Chief Scientific Officer consisted of payment of a percentage of year-end base salary based 100% on Company achievement of corporate objectives; for the Named Executive Officers other than the Chief Executive Officer and the Chief Scientific Officer, the performance-based cash bonus plan was based 75% on Company achievement of corporate objectives as well as 25% on individual performance. For the Named Executive Officers, the approximate percentage of year-end base salary actually paid under the 2007 performance-based cash bonus plan is as follows: for the Chief Executive Officer, 35%; for the Chief Financial Officer, 23%; for the Chief Scientific Officer, 30%; for the Senior Vice President, Corporate and Business Development, 22%; and for the Chief Medical Officer, 22%. The bonuses also include payment of additional, discretionary amounts, based on recognition by the Compensation Committee of additional contributions of each Named Executive Officer during 2007. The Compensation Committee approved the following total bonus payments to the Named Executive Officers:
| | | | | |
Executive Officer | | Title | | Bonus |
Timothy S. Nelson | | President and Chief Executive Officer | | $ | 167,240 |
Christopher Y. Chai | | Chief Financial Officer | | $ | 80,125 |
Thomas A. Armer, Ph.D. | | Chief Scientific Officer | | $ | 105,260 |
Anastasios E. Gianakakos | | Senior Vice President, Corporate and Business Development | | $ | 69,700 |
Stephen B. Shrewsbury, M.B., Ch.B. | | Chief Medical Officer | | $ | 84,731 |
2008 Executive Compensation
The Compensation Committee also completed its annual performance and compensation review of the Company’s executive officers, including the Named Executive Officers. The following is a description of the compensation arrangements that were approved for the Named Executive Officers.
Annual Base Salary
The Compensation Committee approved base salaries for the Named Executive Officers, effective as of January 1, 2008, as follows:
| | | | | |
Executive Officer | | Title | | 2008
Base Salary |
Timothy S. Nelson | | President and Chief Executive Officer | | $ | 450,000 |
Christopher Y. Chai | | Chief Financial Officer | | $ | 305,000 |
Thomas A. Armer, Ph.D. | | Chief Scientific Officer | | $ | 325,000 |
Anastasios E. Gianakakos | | Senior Vice President, Corporate and Business Development | | $ | 300,000 |
Stephen B. Shrewsbury, M.B., Ch.B. | | Chief Medical Officer | | $ | 350,000 |
Performance-Based Cash Bonus Plan for 2008
The Compensation Committee also approved a performance-based cash bonus plan for the executive officers of the Company, including the Named Executive Officers. For 2008, the Chief Executive Officer is eligible for an annual performance-based cash bonus with a target of 50% of his annual base salary. The Named Executive Officers other than the Chief Executive Officer are eligible for annual performance-based cash bonuses with a target of 35% of their respective annual base salaries. For the Chief Executive Officer, the Chief Scientific Officer and the Chief Financial Officer, the performance-based cash bonus is based 100% on the achievement of corporate bonus objectives as approved by the Compensation Committee. For the Chief Medical Officer and the Senior Vice President, Corporate and Business Development, the performance-based cash bonus is based 75% on the achievement of corporate bonus objectives and 25% on individual performance.
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.
Date: January 28, 2008
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| MAP PHARMACEUTICALS, INC. |
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| By: | | /s/ Charlene A. Friedman |
| Name: | | Charlene A. Friedman |
| Title: | | Vice President, General Counsel and Secretary |
