INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12 |
Human Genome Sciences, Inc.
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
1. | To elect two directors for a three-year term ending in 2008. | |
2. | To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. | |
3. | To act upon any other matter which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors, | |
James H. Davis,Secretary |
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Number of | |||||||||
Name and Address of Beneficial Owner(1) | Shares Owned | Percent Owned | |||||||
FMR Corp. | 12,755,010(2) | 9.8 | %(2) | ||||||
82 Devonshire Street | |||||||||
Boston, Massachusetts 02109 | |||||||||
Wellington Management Company, LLP | 11,312,870(3) | 8.7 | %(3) | ||||||
75 State Street | |||||||||
Boston, Massachusetts 02109 | |||||||||
Sid R. Bass Management Trust | 10,075,350(4) | 7.7 | %(4) | ||||||
201 Main Street, Ste. 2600 | |||||||||
Fort Worth, Texas 76102 | |||||||||
T. Rowe Price Associates, Inc. | 8,617,692(5) | 6.5 | %(5) | ||||||
100 E. Pratt Street | |||||||||
Baltimore, Maryland 21202 | |||||||||
OrbiMed Advisors LLC | 8,379,100(6) | 6.4 | %(6) | ||||||
767 Third Avenue, 30th Floor | |||||||||
New York, New York 10017 | |||||||||
AXA Financial, Inc. | 8,174,021(7) | 6.3 | %(7) | ||||||
1290 Avenue of the Americas | |||||||||
New York, New York 10104 | |||||||||
Directors, Nominees and Executive Officers | |||||||||
H. Thomas Watkins | 166,000(8) | * | |||||||
Susan Bateson McKay | 444,826(9) | * | |||||||
Richard J. Danzig | 71,512(10) | * | |||||||
James H. Davis, Ph.D., J.D. | 1,204,120(11) | * | |||||||
Jürgen Drews, M.D. | 120,012(12) | * | |||||||
Kathryn E. Falberg | 13,999(13) | * | |||||||
Argeris (Jerry) N. Karabelas, Ph.D. | 53,011(14) | * | |||||||
Augustine Lawlor | 15,310(15) | * | |||||||
Max Link, Ph.D. | 74,336(16) | * | |||||||
Steven C. Mayer | 1,224,020(17) | * | |||||||
Craig A. Rosen, Ph.D. | 2,126,193(18) | 1.6 | % | ||||||
David C. Stump, M.D. | 924,120(19) | * | |||||||
William D. Young | 25,336(20) | * | |||||||
William A. Haseltine, Ph.D. | 7,063,548(21) | 5.2 | % | ||||||
All 14 directors and executive officers as a group | 13,526,343(22) | 9.6 | % |
* | Percentage is less than 1% of the total number of outstanding shares of the Company’s Common Stock. |
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(1) | Except as otherwise indicated, each party has sole voting and investment power over the shares beneficially owned. |
(2) | As reported on an Amended Schedule 13G filed on February 14, 2005 by FMR Corp. (“FMR”), Edward C. Johnson 3d, Chairman and principal shareholder of FMR (“Mr. Johnson”) and Abigail P. Johnson, a director and principal shareholder of FMR (“Ms. Johnson”), the shares are beneficially owned by Fidelity Management & Research Company (“Fidelity Research”) as an investment adviser to various investment companies (the “Funds”) and Fidelity Growth Company Fund (“Fidelity Fund”), with Mr. Johnson, FMR and the Funds each having the sole power to dispose of such shares and the Funds’ Boards of Trustees having the sole power to vote or direct the vote of such shares. Fidelity Research and Fidelity Fund are wholly-owned subsidiaries of FMR. |
(3) | As reported on an Amended Schedule 13G filed by Wellington Management Company, LLP and certain of its affiliated entities on February 14, 2005. In some cases the entities have shared voting and/or investment power over their respective shares of the Company’s Common Stock. |
(4) | As reported on an Amended Schedule 13G filed on February 11, 2005 by the Sid R. Bass Management Trust, consisting of 13 related and affiliated entities. |
(5) | As reported on a Schedule 13G filed on February 14, 2005 by T. Rowe Price Associates, Inc. and certain of its affiliated entities. In some cases the entities have shared voting power. |
(6) | As reported on an Amended Schedule 13G filed by OrbiMed Advisors LLC and one of its affiliated entities on February 14, 2005. The entities have shared voting power over their respective shares of the Company’s Common Stock. |
(7) | As reported on a Schedule 13G filed by AXA Financial, Inc. and certain of its affiliated entities on February 14, 2005. In some cases the entities share voting and/or investment power with other entities in the group. |
(8) | Includes 156,000 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 1,094,000 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(9) | Includes 428,476 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 190,396 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(10) | Includes 64,012 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 31,988 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(11) | Includes 1,201,120 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 230,910 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. Voting and investment power shared with respect to 3,000 shares of Common Stock. |
(12) | Includes 120,012 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 31,988 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(13) | Includes 13,999 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 34,001 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(14) | Includes 53,011 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 42,989 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
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(15) | Includes 13,999 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 34,001 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(16) | Includes 49,336 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 22,664 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(17) | Includes 1,127,356 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Also includes 28,000 shares held by Mr. Mayer’s wife, as to which Mr. Mayer shares investment and voting power, and 2,895 shares held by an adult child of Mr. Mayer as to which Mr. Mayer shares investment but not voting power. Does not include 230,910 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(18) | Includes 1,856,196 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Also includes 104,000 shares of Common Stock held in trust for Dr. Rosen’s minor children and 24,568 shares held by Dr. Rosen’s wife, as to which Dr. Rosen disclaims beneficial ownership. Does not include 513,544 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. |
(19) | Includes 919,544 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 245,890 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. Voting and investment power shared with respect to 4,576 shares of Common Stock. |
(20) | Includes 25,336 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 38,664 shares issuable upon exercise of options that are not exercisable within 60 days. |
(21) | Includes 4,190,000 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Dr. Haseltine resigned as Chief Executive Officer and Chairman of the Board of the Company effective October 17, 2004. |
(22) | Includes 10,218,397 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 2,741,945 shares issuable upon exercise of options that are not exercisable within 60 days. |
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Director | Principal Occupation and Business Experience | |||||||||
Name | Age | Since | During the Past Five Years | |||||||
Max Link, Ph.D. | 64 | 1995 | Member of the Audit, Executive and Compensation Committees of the Company. Designated as lead independent director. Dr. Link has held a number of executive positions with pharmaceutical and healthcare companies. From March 2001 until September 2003, he served as Chairman and subsequently CEO of Centerpulse, Ltd. (previously Sulzer Medica). He served as Chief Executive Officer of Corange Limited, from May 1993 until June 1994. Prior to joining Corange Limited, Dr. Link held a number of positions within Sandoz Pharma Ltd., including Chief Executive Officer from 1987 until April 1992, and Chairman from April 1992 until May 1993. Dr. Link currently serves on the Boards of Directors of Access Pharmaceuticals, Inc.; Alexion Pharmaceuticals, Inc.; Cell Therapeutics, Inc.; Celsion Corporation; CytRx; Discovery Laboratories, Inc.; and Protein Design Labs, Inc. Dr. Link received his doctorate in Economics from the University of St. Gallen. | |||||||
Craig A. Rosen, Ph.D. | 47 | 1992 | President and Chief Scientific Officer and Director of the Company. Employed by the Roche Institute of Molecular Biology from 1987 to December 1992, serving as Chairman of the Department of Gene Regulation from 1991 to December 1992 and in varying positions in the Department of Molecular Oncology and Virology from 1987 to 1991. Member of the Board and Chairman of the Scientific Advisory Council for the American Foundation for AIDS Research from 1990 to 1995 and serves on the Scientific Advisory Boards for the Wistar Institute and the Institute for Human Virology. Author of approximately 130 publications and an editorial board member of several scientific publications. |
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Director | Principal Occupation and Business Experience | |||||||||
Name | Age | Since | During the Past Five Years | |||||||
H. Thomas Watkins | 52 | 2004 | Chief Executive Officer, Director and member of the Executive Committee of the Company. From September 1998 to August 2004, served as President of TAP Pharmaceutical Products, Inc. Employed by Abbott Laboratories from September 1985 to August 1998 in various positions in the Pharmaceutical Products Division, Diagnostics Division and HealthSystems Division. Mr. Watkins serves as a Member of the Advisory Board for the School of Business Administration at the College of William & Mary. Serves as a Director of the Lake Forest Hospital Foundation. Mr. Watkins holds a masters degree in Business Administration from the University of Chicago Graduate School of Business and a bachelors degree in Business Administration from the College of William & Mary. | |||||||
Augustine Lawlor | 48 | 2004 | Member of the Executive and Audit Committees of the Company. Mr. Lawlor is a Managing Director with HealthCare Ventures LLC. Prior to joining Health Care Ventures in 2000, Mr. Lawlor served as Chief Operating Officer of LeukoSite from 1997 to 2000. Before joining LeukoSite, Mr. Lawlor served as Chief Financial Officer and Vice President of Corporate Development of Alpha-Beta Technology. He was previously Chief Financial Officer and Vice President, Business Development, of BioSurface Technology. Mr. Lawlor serves on the Board of Directors of a number of private companies, including: Dynogen Pharma, Inc.; GlobeImmune, Inc.; NuVios, Inc.; Replidyne, Inc.; Upstate Group, Inc.; U.S. Genomics, Inc.; VaxInnate, Corp.; and the Slater Center for Biomedical Technology. He received a B.A. degree from the University of New Hampshire, where he was elected to Phi Beta Kappa, and received a masters degree in management from Yale University. |
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Director | Principal Occupation and Business Experience | |||||||||
Name | Age | Since | During the Past Five Years | |||||||
William D. Young | 60 | 2003 | Member of the Executive Committee of the Company. Mr. Young has served as Chairman of the Board and CEO of ViroLogic, Inc. since 1999. From 1980 until 1999, he was employed at Genentech, Inc., most recently as Chief Operating Officer. As COO at Genentech, Mr. Young was responsible for all of the company’s development, operations and commercial functions. Prior to joining Genentech, Mr. Young was employed by Eli Lilly and Company for 14 years. In addition to ViroLogic, Mr. Young serves on the Boards of Directors of Biogen IDEC, Inc. and Therevance, Inc. He received his BS in chemical engineering from Purdue University and his MBA from Indiana University. In 1993, he was elected to membership in the National Academy of Engineering division of the National Academy of Sciences for his contributions to the development of manufacturing technology for biotechnology-based drug products, and in 2000 Purdue University awarded him an Honorary Doctorate of Engineering. |
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Director | Principal Occupation and Business Experience | |||||||||
Name | Age | Since | During the Past Five Years | |||||||
Argeris (Jerry) N. Karabelas, Ph.D. | 52 | 2002 | Chairman of the Board and member of the Executive and Compensation Committees of the Company. Partner of Care Capital LLC since 2001. Founder and Chairman of Novartis BioVenture Fund from 2000 to 2001; Head of Healthcare and CEO of Worldwide Pharmaceuticals at Novartis, AG from 1998 to 2000; Executive Vice-President, Pharmaceuticals at SmithKline Beecham from 1997 to 1998; President, North American Pharmaceuticals at SmithKline Beecham from 1993 to 1997; Vice President of U.S. Marketing, SmithKline Beecham, from 1990 to 1993. Dr. Karabelas is a visiting Committee Member of MIT Health Studies & Technology, a Director of SkyePharma PLC, Chairman of Nitromed, Inc., Chairman of Renovo PLC, a Director of Anadys, Inc., Chairman of Acura Pharmaceuticals, Inc., Chairman of Vanda Pharmaceuticals Inc., a Director of the International Partnership for Microbicides, Chairman of Inoteck, Inc., and a Trustee of the Fox Chase Cancer Center. | |||||||
Richard J. Danzig | 60 | 2001 | Member of the Nominating and Corporate Governance Committee of the Company. Consultant to The Defense Advanced Research Project Agency on biological terrorism. Chairman of the Board of the Center for Strategic and Budgetary Assessments since June 2001. Nunn Prize Fellow at the Center for Strategic and International Analysis and Senior Fellow at the Center for Naval Analyses. Serves on the Boards of Directors of National Semiconductor Corporation and Saffron Hill Ventures, and as a member of the Board of Governors and the Board of Directors of Public Agenda and the Partnership for Public Service. Served as Secretary of the Navy from 1998 to 2001 and as Under Secretary of the Navy from 1993 to 1997. Traveling Fellow of the Center for International Political Economy and an Adjunct Professor at Syracuse University’s Maxwell School of Citizenship & Public Affairs between 1997 and 1998. A partner in the law firm of Latham and Watkins from 1981 to 1993. |
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Director | Principal Occupation and Business Experience | |||||||||
Name | Age | Since | During the Past Five Years | |||||||
Jürgen Drews, M.D. | 71 | 1998 | Member of the Nominating and Corporate Governance Committee of the Company. Chairman and partner of International Biomedicine Management Partners, Basel, Switzerland, from 1997 to 2001. Managing Partner of Bear Stearns Health Innoventures from 2001 to 2004. Member of the Executive Committee of the Roche Group, Hoffman-La Roche, Inc., from 1986 until his retirement in 1998. Dr. Drews also served as President, Global Research for the Roche Group from 1996 until 1998. He was President, International Research and Development at the Roche Group from 1991 until 1996. Before joining Roche in 1985, Dr. Drews was Head of International Pharmaceutical Research and Development of Sandoz, Ltd. in Basel, Switzerland. Dr. Drews serves as Chairman of the Board of Directors of Genaissance Pharmaceuticals Inc. and is a Director of MorphoSys GmbH as well as Genomics Pharmaceutical Company (GPC Biotech AG), both in Munich, Germany. Dr. Drews also serves on the Supervisory Board of Te Genero, a private equity firm in Germany. | |||||||
Kathryn E. Falberg | 44 | 2004 | Member of the Audit Committee of the Company. Ms. Falberg joined Amgen Inc., a global biotechnology company, in 1995 as Treasurer, and served as Senior Vice President, Finance, and Chief Financial Officer from 1998 to 2001. Prior to Amgen, Ms. Falberg served as Vice President, Chief Financial Officer and Treasurer of Applied Magnetics Corporation. From October 2001 to July 2002, she was a consultant to Inamed Corporation, a medical device company, and briefly served as its interim Chief Financial Officer. Ms. Falberg serves on the Board of Directors of Fresh Del Monte Produce Inc. She received her M.B.A. and B.A. in economics from the University of California, Los Angeles. |
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Executive Officer | Age | Positions | ||||
Susan Bateson McKay | 50 | Ms. Bateson McKay is Senior Vice President, Human Resources, of the Company and has served at the Company since January 1997. Prior to joining the Company, Ms. Bateson McKay served as Director of Human Resources and Administration at Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P., from May 1994 to December 1996. From 1983 to 1994, Ms. Bateson McKay was employed by J.P. Morgan & Co., Incorporated and was appointed Vice President, Human Resources, in 1985. Ms. Bateson McKay holds a masters degree in Business Administration from New York University and a bachelors degree, cum laude, in Economics from Mount Holyoke College. | ||||
James H. Davis, Ph.D., J.D. | 54 | Dr. Davis is Executive Vice President, General Counsel and Secretary of the Company and has served at the Company since May 1997. From 1995 to 1997, Dr. Davis was Of Counsel to the Washington D.C. law firm of Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P. Prior to this time, Dr. Davis served in a number of capacities with an agricultural biotechnology company, Crop Genetics International, including General Counsel from 1988 to 1995, Vice President of Research and Development from 1990 to 1995, Secretary from 1990 to 1995 and a member of the Board of Directors from 1992 to 1995. Prior to joining Crop Genetics, Dr. Davis was a partner in the Washington, D.C. office of Weil, Gotshal & Manges. Dr. Davis holds a doctorate degree in Organic and Theoretical Chemistry from the California Institute of Technology and a law degree from the University of Virginia. | ||||
Steven C. Mayer | 51 | Mr. Mayer is Executive Vice President and Chief Financial Officer of the Company and has served at the Company since September 1996. From 1995 to 1996, Mr. Mayer was Vice President and Chief Financial Officer of GenVec, Inc., an early-stage gene therapy company. From 1991 to 1995, he served as Vice President (subsequently Senior Vice President) and Chief Financial Officer of TheraTech, Inc. Prior to joining TheraTech, Inc., Mr. Mayer was involved in the formation of Myriad Genetics and was Vice President and Chief Financial Officer of NPI, an agricultural biotechnology company. Mr. Mayer holds a masters degree in Business Administration from Stanford University. |
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Executive Officer | Age | Positions | ||||
David C. Stump, M.D. | 55 | Dr. Stump is Executive Vice President, Drug Development, and has served at the Company since November 1999. From October 1995 to October 1999, he served as Vice President, Clinical Research and Genentech Fellow at Genentech, Inc. Dr. Stump first joined Genentech in 1989 as Director, Clinical Research and leader of its thrombolytic therapy drug development program. Prior to joining Genentech he was Associate Professor of Medicine and Biochemistry at the University of Vermont. He received his medical degree at Indiana University and his postgraduate training at the University of Iowa as well as the University of Leuven, Belgium. He is board certified in Internal Medicine, Hematology and Medical Oncology and is a Fellow of the American Colleges of Physicians and the Council on Arteriosclerosis, Thrombosis and Vascular Biology of the American Heart Association. He is the author of approximately 60 scientific publications. |
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Audit Committee | |
Kathryn E. Falberg, Chair | |
Augustine Lawlor | |
Max Link, Ph.D. |
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Long-Term | |||||||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||
Other Annual | All Other | ||||||||||||||||||||||||
Salary(1) | Bonus | Compensation(2) | Options(3) | Compensation(5) | |||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($) | (#) | ($) | |||||||||||||||||||
H. Thomas Watkins | 2004 | 62,500 | — | — | 1,250,000 | — | |||||||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||||
Craig A. Rosen, Ph.D. | 2004 | 402,000 | 300,000 | — | 50,000 | 3,250 | |||||||||||||||||||
President and | 2003 | 390,000 | 200,850 | — | 185,000 | 2,025 | |||||||||||||||||||
Chief Scientific Officer | 2002 | 389,038 | 195,000 | — | 230,000 | 2,750 | |||||||||||||||||||
David C. Stump, M.D. | 2004 | 330,000 | 200,000 | — | (4) | 4,000 | |||||||||||||||||||
Executive Vice President | 2003 | 315,000 | 132,000 | — | 100,000 | 3,500 | |||||||||||||||||||
2002 | 314,231 | 120,000 | — | 115,000 | 3,000 | ||||||||||||||||||||
James H. Davis, Ph.D., J.D. | 2004 | 325,000 | 173,600 | — | (4) | 4,000 | |||||||||||||||||||
Executive Vice President | 2003 | 315,000 | 123,600 | — | 100,000 | 3,000 | |||||||||||||||||||
2002 | 314,231 | 120,000 | — | 115,000 | 2,750 | ||||||||||||||||||||
Steven C. Mayer | 2004 | 325,000 | 173,600 | — | (4) | 4,000 | |||||||||||||||||||
Executive Vice President | 2003 | 315,000 | 123,600 | — | 100,000 | 3,500 | |||||||||||||||||||
2002 | 314,231 | 120,000 | — | 115,000 | 2,750 | ||||||||||||||||||||
William A. Haseltine, Ph.D.(6) | 2004 | 519,500 | — | — | (4) | 2,663 | |||||||||||||||||||
Former Chief Executive Officer | 2003 | 500,000 | 200,850 | — | 350,000 | 2,635 | |||||||||||||||||||
2002 | 499,423 | 200,000 | 51,981 | 430,000 | 2,750 |
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(1) | Includes amounts earned but deferred at the election of the Named Executive Officer, such as salary deferrals under the Company’s 401(k) Plan established under Section 401(k) of the Internal Revenue Code. |
(2) | As permitted by rules promulgated by the Securities and Exchange Commission, no amounts are shown with respect to certain perquisites (such as car and housing allowances), where such amounts do not exceed the lesser of (i) 10% of the sum of the salary and bonus of the Named Executive Officer, or (ii) $50,000. Included in the amount reported for Dr. Haseltine is $13,547 in imputed interest for 2002 on an interest-free loan, which was repaid in 2002. Also included in the amount reported for Dr. Haseltine in 2002 are $26,934 for car allowances and $11,500 representing premiums paid under the Company’s supplemental disability insurance program for senior executives. |
(3) | The Company has awarded no Stock Appreciation Rights. |
(4) | In connection with a stock option exchange program in effect during 2004, the Company made no long-term compensation awards to these Named Executive Officers or to employees participating in the exchange program. Option grants were made on January 17, 2005 to these Named Executive Officers and to employees participating in the exchange program. |
(5) | The amounts reported represent the Company’s contributions to the Named Executive Officer’s account under its 401(k) Plan. |
(6) | Dr. Haseltine resigned as Chief Executive Officer and Chairman of the Board of the Company effective October 17, 2004. |
Potential realizable | ||||||||||||||||||||||||
Individual Grants | value at assumed | |||||||||||||||||||||||
annual rates of stock | ||||||||||||||||||||||||
Percent of total | price appreciation | |||||||||||||||||||||||
options granted | Exercise price | for option term(1) | ||||||||||||||||||||||
Options | to all employees | per share | Expiration | |||||||||||||||||||||
Name | (#) | in fiscal year | ($) | date | 5%($) | 10%($) | ||||||||||||||||||
H. Thomas Watkins | 1,250,000 | 49.6 | % | 10.47 | 11/21/2014 | 8,230,658 | 20,858,104 | |||||||||||||||||
Craig A. Rosen, Ph.D. | 50,000 | 2.0 | % | 12.63 | 9/16/2014 | 397,147 | 1,006,448 | |||||||||||||||||
David C. Stump, M.D. | (2) | — | — | — | — | — | ||||||||||||||||||
James H. Davis, Ph.D., J.D. | (2) | — | — | — | — | — | ||||||||||||||||||
Steven C. Mayer | (2) | — | — | — | — | — | ||||||||||||||||||
William A. Haseltine, Ph.D. | (2) | — | — | — | — | — |
(1) | The assumed annual rates of stock price appreciation of 5% and 10% over ten years are required by the Securities and Exchange Commission to be used for illustration purposes and are not intended to forecast possible future appreciation, if any, of the Company’s Common Stock. |
(2) | In connection with a stock option exchange program in effect during 2004, the Company made no long-term compensation awards to these Named Executive Officers or to employees participating in the exchange program. Option grants were made on January 17, 2005 to these Named Executive Officers and to employees participating in the exchange program. |
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Number of unexercised | Value of unexercised | |||||||||||||||||||||||
options at fiscal | in-the-money options at | |||||||||||||||||||||||
Shares | year-end(#) | fiscal year-end($)(1) | ||||||||||||||||||||||
acquired on | Value | |||||||||||||||||||||||
Name | exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
H. Thomas Watkins | — | — | — | 1,250,000 | — | 1,937,500 | ||||||||||||||||||
Craig A. Rosen, Ph.D. | 25,000 | 195,659 | 1,775,596 | 374,344 | 3,573,348 | 307,426 | ||||||||||||||||||
David C. Stump, M.D. | — | — | 882,624 | 167,800 | 153,222 | 153,713 | ||||||||||||||||||
James H. Davis, Ph.D., J.D. | — | — | 1,164,200 | 167,800 | 3,184,468 | 153,713 | ||||||||||||||||||
Steven C. Mayer | — | — | 1,090,436 | 167,800 | 3,009,697 | 153,713 | ||||||||||||||||||
William A. Haseltine, Ph.D. | — | — | 4,190,000 | — | 5,026,870 | — |
(1) | Value is based on the difference between the stock option exercise price and the closing price of the Company’s Common Stock on The Nasdaq National Market on December 31, 2004 of $12.02 per share. |
Number of securities | ||||||||||||
Number of securities | remaining available for | |||||||||||
to be issued | Weighted-average | future issuance under | ||||||||||
upon exercise of | exercise price of | equity compensation plans | ||||||||||
outstanding options, | outstanding options, | (excluding securities | ||||||||||
Plan Category | warrants and rights(1) | warrants and rights | reflected in first column)(1) | |||||||||
Equity compensation plans approved by security holders | 23,473,913 | $ | 20.90 | 16,753,085 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 23,473,913 | 16,753,085 |
(1) | Represents shares of the Company’s Common Stock issuable in connection with such equity compensation plans. |
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Compensation Committee | |
Max Link, Ph.D., Chair | |
Betsy Atkins | |
Jerry Karabelas, Ph.D. |
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By Order of the Board of Directors, | |
James H. Davis,Secretary |
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions provided.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Human Genome Sciences, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and follow the simple instructions the Vote Voice provides to you.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return to Human Genome Sciences, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | HUMAN1 | KEEP THIS PORTION FOR YOUR RECORDS |
HUMAN GENOME SCIENCES, INC.
MANAGEMENT RECOMMENDS A VOTE “FOR” THE | ||||
NOMINEES FOR DIRECTOR LISTED BELOW AND “FOR” | ||||
PROPOSAL 2. | ||||
1. | To elect 2 directors. | |||
Nominees: | 01) Max Link, Ph.D. | |||
02) Craig A. Rosen, Ph.D. |
For | Against | Abstain | ||||||||||||
2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005. | 0 | 0 | 0 | ||||||||||
3. | To act upon such other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Yes | No | |||||||
Please indicate if you plan to attend this meeting. | 0 | 0 | ||||||
HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household | 0 | 0 | ||||||
Signature [PLEASE SIGN WITHIN BOX] | Date |
For All | Withhold All | For All Except | To withhold authority to vote for any nominee(s), mark “For All Except” and write the nominee’s number on the line below. | |||||||||||
0 | 0 | 0 | ||||||||||||
This proxy, when properly executed, will be voted in the manner directed herein by the stockholder. If no direction is made, this proxy will be voted “FOR” the election of the nominees and “FOR” proposal 2. | ||||||||||||||
Please sign, date and promptly return this proxy in the enclosed envelope. No postage is required if mailed within the United States. (If you submit your proxy by telephone or Internet, do not return your proxy card.) | ||||||||||||||
Note: Please sign exactly as your name appears hereon. If the shares are in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should give their full titles. If a signatory is a corporation, please give the full corporate name and have a duly authorized officer sign, stating his or her title. If a signatory is a partnership, please sign in partnership name by an authorized person. |
Signature (Joint Owners) | Date |
Annual Meeting of Stockholders
HUMAN GENOME SCIENCES, INC.
May 25, 2005
Please date, sign and mail your proxy card back as soon as possible
or submit your proxy by telephone or Internet.
If you submit your proxy by telephone or Internet, do not return your proxy card.
* * *
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
Human Genome Sciences, Inc.’s Proxy Statement, Annual Report 10-K Wrap and Form 10-K are available electronically. As an alternative to receiving printed copies of these materials in future years, you may decide to receive or access them electronically. By signing up for electronic delivery, you can receive stockholder communications as soon as they are available without waiting for them to arrive in the mail. You also can reduce the number of bulky documents in your personal files, eliminate duplicate mailings, conserve natural resources and help reduce our printing and mailing costs.
To sign up for electronic delivery, please vote using the Internet, and when prompted, indicate that you agree to receive or access stockholder communications electronically in future years and provide your email address. If you have any questions about electronic delivery, please contact Human Genome Sciences’ Investor Relations Department at (301) 610-5800 or at Investor_Relations@hgsi.com.
HUMAN GENOME SCIENCES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2005
The undersigned hereby appoints H. THOMAS WATKINS and JAMES H. DAVIS, Ph.D., J.D., and each of them, with full power of substitution to each, as attorneys and proxies of the undersigned, to vote all shares which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Human Genome Sciences, Inc. (the “Company”) to be held at the University System of Maryland - Shady Grove Center, Germantown Room, 9630 Gudelsky Drive, Rockville, MD 20850 on May 25, 2005 at 9:30 a.m., local time, and at any adjournment or postponement thereof, upon and in respect of the following matters, and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.
The undersigned hereby acknowledges receipt of a copy of the Company’s 2004 Annual Report and Notice of Annual Meeting and Proxy Statement relating to such Annual Meeting. The undersigned revokes all proxies heretofore given for said Annual Meeting and any adjournment or postponement thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY SENDING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY DELIVERING TO THE COMPANY A DULY EXECUTED PROXY BEARING A LATER DATE OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE PERSON(S) SIGNING IT. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES INDICATED AND “FOR” THE OTHER PROPOSAL.
(Continued on other side)