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):February 28, 2008
ONCOTHYREON INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33882 | | 26-0868560 |
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| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
| incorporation) | | | | Identification No.) |
110 — 110thAvenue NE
Suite 685
Bellevue, Washington 98004
(Address of principal executive offices, including zip code)
(425) 450-0370
(Registrant’s telephone number, including area code)
(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):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2008, pursuant to the terms of the Variable Pay Plan, previously disclosed in the Company’s amended registration statement on Form S-4 (declared effective by the Securities and Exchange Commission on October 31, 2007), the compensation committee of the board of directors approved performance bonuses for the following individuals in the amounts set forth opposite each individual’s name:
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| Name and Title | | Bonus Amount |
| Robert L. Kirkman, MD | | $ | 116,000 | |
| President & CEO | | | | |
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| Edward A. Taylor, CGA | | Cdn. $ | 91,848 | (a) |
| Vice President, Finance & Administration and Chief Financial Officer | | | | |
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| D. Lynn Kirkpatrick, PhD | | $ | 63,500 | |
| Chief Scientific Officer | | | | |
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| Gary Christianson, PE | | $ | 40,000 | |
| Chief Operating Officer | | | | |
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| R. Rao Koganty, PhD | | Cdn. $ | 28,956 | (b) |
| Vice President and General Manager, Synthetic Biologics | | | | |
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| (a) | | Equivalent to approximately $94,502 U.S. dollars based on the exchange rate for the conversion of Canadian dollars into U.S. dollars of $1.0289 on Thursday, February 28, 2008. |
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| (b) | | Equivalent to approximately $29,793 U.S. dollars based on the exchange rate for the conversion of Canadian dollars into U.S. dollars of $1.0289 on Thursday, February 28, 2008. |
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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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ONCOTHYREON INC.
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| | By: | /s/ Edward A. Taylor | |
| | | Edward A. Taylor | |
| | | Chief Financial Officer and
VP of Finance and Administration | |
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Date: February 28, 2008
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