UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
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o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
NitroMed, Inc. | ||
(Name of Registrant as Specified In Its Charter) | ||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
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Payment of Filing Fee (Check the appropriate box): | ||
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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o | Fee paid previously with preliminary materials. | |
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125 SPRING STREET
LEXINGTON, MASSACHUSETTS 02421
NOTICE OF 2006 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 17, 2006
1. | The election of eight (8) members to our board of directors. |
2. | The adoption of an amendment to our 2003 employee stock purchase plan. |
3. | The ratification of the appointment by our audit committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006. |
Secretary
April 17, 2006
125 SPRING STREET
LEXINGTON, MASSACHUSETTS 02421
PROXY STATEMENT
to be held on May 17, 2006
• | to votein person, you must attend the annual meeting, and then complete and submit the ballot provided at the meeting; |
• | to voteby proxy, you must mark, sign and date the enclosed proxy card and then mail the proxy card in the enclosed postage-paid envelope. Your proxy will be valid only if you complete and return the proxy card before the annual meeting. By completing and returning the proxy card, you will direct the designated persons to vote your shares at the annual meeting in the manner you specify in the proxy card. If you complete the proxy card but do not provide voting instructions, then the designated persons will vote your shares FOR the election of the nominated directors, FOR the amendment to our 2003 employee stock purchase plan and FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2006; |
• | to voteover the Internet, if you have Internet access, you may vote your shares from any location in the world by following the “Vote By Internet” instructions set forth on the enclosed proxy card; |
• | to vote bytelephone, you may vote your shares by following the “Vote By Phone” instructions set forth on the enclosed proxy card. |
• | the election as directors of those persons named in this proxy statement; |
• | the amendment to our 2003 ESPP; |
• | the ratification of Ernst & Young LLP as our independent registered public accounting firm; and |
• | any other items that may properly come before the meeting. |
household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
• | each person or entity that beneficially owns more than 5% of the outstanding shares of our common stock; |
• | each of our directors; |
• | our chief executive officer and our four other most highly compensated executive officers as of December 31, 2005; and |
• | all of our directors and executive officers as a group. |
Name and Address of Beneficial Owner (1) | Number of Shares Owned | + | Common Stock Underlying Options Exercisable Within 60 Days | = | Total Beneficial Ownership | Percentage of Common Stock Beneficially Owned (2) | ||||||||
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5% Stockholders | ||||||||||||||
Funds Managed by HealthCare Ventures, L.L.C. (3) Nassau Street, Second Floor Princeton, NJ 08837 | 6,354,103 | — | 6,354,103 | 17.3 | % | |||||||||
Rho Ventures (4) 152 West 57th Street, 23rd Floor New York, NY 10019 | 5,469,333 | — | 5,469,333 | 14.9 | % | |||||||||
Invus Public Equities, L.P. 135 East 57th St., 28th Floor New York, NY 10022 | 4,989,024 | — | 4,989,024 | 13.6 | % | |||||||||
Directors and Named Executive Officers | ||||||||||||||
Michael D. Loberg, Ph.D. (5) | 364,261 | 407,500 | 771,761 | 2.1 | % | |||||||||
Manuel Worcel, M.D. (6) | 34,219 | 340,759 | 374,978 | 1.0 | % | |||||||||
L. Gordon Letts, Ph.D. | 171,875 | 31,250 | 203,125 | * | ||||||||||
Mark H. Pavao | — | 31,250 | 31,250 | * | ||||||||||
Lawrence E. Bloch, M.D., J.D. (7) | 1,034 | 52,500 | 53,534 | * | ||||||||||
Robert S. Cohen | — | 33,750 | 33,750 | * | ||||||||||
Frank L. Douglas, M.D., Ph.D. | — | — | — | * | ||||||||||
Zola Horovitz, Ph.D. | — | 33,750 | 33,750 | * | ||||||||||
Argeris Karabelas, Ph.D. (8) | 1,403,460 | 37,500 | 1,440,960 | 3.9 | % | |||||||||
Mark Leschly (9) | 5,489,333 | 8,750 | 5,498,083 | 15.0 | % | |||||||||
John W. Littlechild (10) | 6,367,228 | 10,625 | 6,377,853 | 17.4 | % | |||||||||
Joseph Loscalzo, M.D., Ph.D. | 3,449 | 76,500 | 79,949 | * | ||||||||||
Davey S. Scoon | — | 12,500 | 12,500 | * | ||||||||||
All directors and executive officers as a group (17 persons) | 13,834,859 | 1,126,634 | 14,961,493 | 39.6 | % |
* | Less than 1% of our outstanding common stock. |
(1) | Unless otherwise indicated, the address of each stockholder is c/o NitroMed, Inc., 125 Spring Street, Lexington, MA 02421. |
(2) | Percentage of beneficial ownership is based on 36,632,342 shares of our common stock outstanding as of February 28, 2006. Shares of common stock subject to options currently exercisable, or exercisable within 60 days of February 28, 2006, are deemed outstanding for computing the percentage of the person holding such options, but are not deemed outstanding for computing the percentage for any other person. |
(3) | Consists of 2,407,472 shares of common stock held by HealthCare Ventures III, L.P.; 707,033 shares of common stock held by HealthCare Ventures IV, L.P.; 1,240,788 shares of common stock held by HealthCare Ventures V, L.P.; and 1,998,810 shares of common stock held by HealthCare Ventures VI, L.P. Mr. Littlechild, a director of NitroMed, is a general partner of HealthCare Partners III, L.P. (which is the general partner of HealthCare Ventures, III, L.P.), HealthCare Partners IV, L.P. (which is the general partner of HealthCare Ventures IV, L.P.), HealthCare Partners V, L.P. (which is the general partner of HealthCare Ventures V, L.P.) and HealthCare Partners VI, L.P. (which is the general partner of HealthCare Ventures VI, L.P.). Mr. Littlechild disclaims beneficial ownership of the shares held by each of the funds managed by HealthCare Ventures, L.L.C., except to the extent of his pecuniary interest therein. |
(4) | Consists of 3,268,877 shares of common stock held by Rho Management Trust II; 378,884 shares of common stock held by Rho Ventures IV L.P.; 891,990 shares of common stock held by Rho Ventures IV (QP) L.P.; and 929,582 shares of common stock held by Rho Ventures IV GmbH & Co., Beteiligungs KG. Mr. Leschly, a director of NitroMed, is a Managing Member of the general partner of Rho Ventures IV, L.P. and Rho Ventures IV (QP), L.P., a Managing Director of the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG and a Managing Partner of the investment advisor to Rho Management Trust II. Mr. Leschly disclaims beneficial ownership of the shares held by each of the funds managed by Rho Capital Partners, Inc., except to the extent of his pecuniary interest therein. |
(5) | Includes 72,776 shares of common stock held in trust for the benefit of Dr. Loberg’s children of which Dr. Loberg disclaims beneficial ownership, except to the extent of his pecuniary interest therein. Dr. Loberg ceased to serve as our president and chief executive officer on March 20, 2006. |
(6) | Dr. Worcel resigned as our chief medical officer on January 5, 2006. He is currently employed in the position of medical and scientific advisor and is no longer serving as an executive officer of NitroMed. |
(7) | Dr. Bloch ceased to serve as our chief financial officer, chief business officer, treasurer and secretary on March 20, 2006. |
(8) | Includes 1,332,856 shares of common stock held by funds managed by Care Capital LLC. Dr. Karabelas is a partner of Care Capital LLC. Dr. Karabelas disclaims beneficial ownership of the shares held by each of the funds managed by Care Capital LLC, except to the extent of his pecuniary interest therein. Dr. Karabelas, a director, became our interim president and chief executive officer on March 20, 2006. |
(9) | Includes 5,469,333 shares of common stock held by funds managed by Rho Ventures. See Note 4 above. |
(10) | Includes 6,354,103 shares of common stock held by funds managed by HealthCare Ventures, L.L.C. See Note 3 above. |
pharmaceutical company. From March 1997 to June 1999, Mr. Cohen served as President and Chief Executive Officer of Shire Laboratories Inc., a drug delivery company. Mr. Cohen also served first as Chief Operating Officer and then Chief Executive Officer of Pharmavene Inc., which subsequently merged with Shire Pharmaceutical Group, plc. Mr. Cohen holds a B.S. and an M.S. degree from Brooklyn College of Pharmacy of Long Island University and attended the Harvard Business School Advanced Management Program.
Name | Age | Position | ||||||||
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Argeris Karabelas, Ph.D. | 53 | Interim President, Chief Executive Officer and Director | ||||||||
Michael L. Sabolinski, M.D. | 50 | Senior Vice President and Chief Medical Officer | ||||||||
L. Gordon Letts, Ph.D. | 58 | Senior Vice President, Research and Development and Chief Scientific Officer | ||||||||
Kenneth M. Bate | 55 | Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary | ||||||||
Mark H. Pavao | 42 | Senior Vice President of Sales and Marketing | ||||||||
James G. Ham, III | 56 | Vice President of Finance | ||||||||
Jane A. Kramer | 50 | Vice President of Corporate Communications | ||||||||
Lisa E. Kelly | 39 | Vice President of Human Resources |
pharmaceutical company. He earned his M.D. from the State University of New York at Buffalo and an M.S. in Biochemistry from New York University Graduate School of Arts and Sciences.
Development for the Monsanto Company, an agricultural products and solutions company. From May 1990 to May 1998, Ms. Kelly held a variety of generalist and specialist Human Resources positions at Frito-Lay, Inc., a maker of chips and snack foods. Ms. Kelly holds a B.S. in Finance and a M.A. in Labor and Industrial Relations from the University of Illinois at Urbana-Champaign.
• | the principal responsibility of the directors is to oversee the management of the business and affairs of NitroMed; |
• | a majority of the members of our board of directors shall be independent directors; |
• | the non-employee directors shall meet regularly in executive session; |
• | directors shall have full and free access to our officers and employees and, as necessary and appropriate, independent advisors; |
• | all new directors participate in an orientation program and all directors are expected to maintain the necessary level of expertise to perform his or her responsibilities as a director; and |
• | at least annually, the board of directors and its committees shall conduct a self-evaluation to determine whether they are functioning effectively. |
criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The nominating and corporate governance committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities.
members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.
• | appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; |
• | overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from our independent registered public accounting firm; |
• | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures; |
• | coordinating the board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; |
• | establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns; |
• | meeting independently with our independent registered public accounting firm and management; and |
• | preparing the audit committee report required by Securities and Exchange Commission rules (which is included on page 13 of this proxy statement). |
• | annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer; |
• | determining the compensation of our chief executive officer; |
• | reviewing and approving, or making recommendations to our board with respect to, the compensation of our other executive officers; |
• | reviewing and making recommendations to our board of directors regarding our incentive compensation plans and equity-based plans; and |
• | reviewing and making recommendations to our board with respect to director compensation. |
• | identifying individuals qualified to become members of our board of directors; |
• | recommending to the board the persons to be nominated for election as directors and to each of the board’s committees; |
• | reviewing and making recommendations to the board with respect to management succession planning; |
• | developing and recommending to the board corporate governance principles; and |
• | overseeing an annual evaluation of the board. |
• | reviewing, evaluating and reporting to the board of directors regarding our current and long-term research and development strategic goals and objectives and our performance in achieving such strategic goals and objectives; |
• | identifying and discussing emerging science and technology issues and trends and their potential impact on our current and planned research and development efforts; |
• | reviewing and assessing the capabilities of our key scientific personnel and the depth, breadth and sufficiency of our external scientific resources; |
• | reviewing and assessing our approaches to acquiring and maintaining our technological position; |
• | reviewing and offering guidance with respect to our policies on science, research and development; and |
• | providing oversight of our overall intellectual property portfolio and strategy on an ongoing basis. |
• | methods to account for significant unusual transactions; |
• | the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; |
• | the process used by management in formulating particularly sensitive accounting estimates and the basis for the independent registered public accounting firm’s conclusions regarding the reasonableness of those estimates; and |
• | disagreements with management regarding financial accounting and reporting matters and audit procedures. |
Robert S. Cohen
Zola Horovitz, Ph.D.
Fee Category | 2005 | 2004 | ||||||||
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Audit Fees (1) | $ | 447,700 | $ | 265,500 | ||||||
Audit-Related Fees (2) | 30,000 | 3,000 | ||||||||
Tax Fees (3) | 80,000 | 23,600 | ||||||||
All Other Fees | — | — | ||||||||
Total Fees | $ | 557,700 | $ | 292,100 |
(1) | Audit fees consist of fees for the audit of our annual financial statements, the audit of management’s assessment of our internal control over financial reporting and the effectiveness of internal control over financial reporting, the review of the interim financial statements included in our quarterly reports on Form 10-Q, accounting consultations that relate to the audited financial statements, and other professional services provided in connection with regulatory filings. In 2004, audit fees included services in connection with our follow-on public offering totaling $98,500. |
(2) | Audit-related fees consist of fees for assurance and related services and consisted of specifc internal control process reviews. |
(3) | Tax fees consist of fees for tax compliance and tax research. Tax compliance and related services accounted for $15,500 of the total tax fees for 2005 and $18,800 of the total tax fees for 2004. |
the first anniversary of the grant date. Options granted upon a director’s reelection at our annual meeting of stockholders vest in full on the first anniversary of the date of grant. Currently, each option terminates on the earlier of ten years from the date of grant or 90 days after the optionee ceases to serve as a director, except in the case of death or disability, in which event the option terminates one year from the date of the director’s death or disability. The exercise price of these options equals the fair market value of our common stock on the date of grant.
Annual Compensation | Long-Term Compensation Awards | |||||||||||||||||||||||||
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Name and Principal Position | Fiscal Year | Salary | Bonus | Other Annual Compensation ($) | Number of Securities Underlying Options | All Other Compensation (1) | ||||||||||||||||||||
Michael D. Loberg, Ph.D. (2) | 2005 | $ | 347,431 | $ | 85,000 | — | 116,000 | $ | 2,135 | |||||||||||||||||
Former President and | 2004 | 332,470 | 116,365 | — | 150,000 | 1,032 | ||||||||||||||||||||
Chief Executive Officer | 2003 | 319,693 | 136,889 | — | 230,000 | 1,032 | ||||||||||||||||||||
Lawrence E. Bloch, M.D., J.D. (3) | 2005 | $ | 268,975 | $ | 67,173 | — | — | $ | 289 | |||||||||||||||||
Former Chief Financial Officer, | 2004 | 77,292 | 22,083 | — | 210,000 | 72 | ||||||||||||||||||||
Chief Business Officer | 2003 | — | — | — | — | �� | — | |||||||||||||||||||
Manuel Worcel, M.D. (4) | 2005 | $ | 280,927 | $ | 49,000 | — | 85,000 | $ | 5,117 | |||||||||||||||||
Former Chief Medical Officer | 2004 | 268,830 | 104,844 | — | 87,500 | 3,048 | ||||||||||||||||||||
2003 | 259,121 | 87,588 | — | 130,000 | 3,048 | |||||||||||||||||||||
L. Gordon Letts, Ph.D. | 2005 | $ | 259,825 | $ | 45,400 | — | 85,000 | $ | 1,403 | |||||||||||||||||
Senior Vice President, Research | 2004 | 248,636 | 62,159 | — | 87,500 | 1,025 | ||||||||||||||||||||
and Development and Chief | 2003 | 239,080 | 77,596 | — | 130,000 | 976 | ||||||||||||||||||||
Scientific Officer | ||||||||||||||||||||||||||
Mark H. Pavao, | 2005 | $ | 255,635 | $ | 54,320 | — | 85,000 | $ | 349 | |||||||||||||||||
Senior Vice President of | 2004 | 118,371 | 31,250 | — | 125,000 | 120 | ||||||||||||||||||||
Sales and Marketing | 2003 | — | — | — | — | — |
(1) | Amount represents the payment of premiums on group term life insurance. |
(2) | Dr. Loberg ceased to serve as our president and chief executive officer on March 20, 2006. |
(3) | Dr. Bloch ceased to serve as our chief financial officer, chief business officer, treasurer and secretary on March 20, 2006. |
(4) | Dr. Worcel resigned as our chief medical officer on January 5, 2006. He is currently employed in the position of medical and scientific advisor and is no longer serving as an executive officer of NitroMed. |
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (2) | ||||||||||||||||||||||||||
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Name | Number of Securities Underlying Options Granted (1)(#) | Percent of Total Options Granted to Employees in Fiscal Year | Exercise Price | Expiration Date | 5% | 10% | |||||||||||||||||||||
Michael D. Loberg, Ph.D. (3) | 116,000 | 12 | % | $ | 14.99 | 05/16/2015 | $ | 1,093,547 | $ | 2,771,263 | |||||||||||||||||
Lawrence E. Bloch, M.D., J.D. (4) | — | — | — | — | — | — | |||||||||||||||||||||
Manuel Worcel, M.D. (5) | 85,000 | 9 | % | $ | 14.99 | 05/16/2015 | $ | 801,306 | $ | 2,030,667 | |||||||||||||||||
L. Gordon Letts, Ph.D. | 85,000 | 9 | % | $ | 14.99 | 05/16/2015 | $ | 801,306 | $ | 2,030,667 | |||||||||||||||||
Mark H. Pavao | 85,000 | 9 | % | $ | 14.99 | 05/16/2015 | $ | 801,306 | $ | 2,030,667 |
(1) | Options vest and become exercisable in four equal installments on the first, second, third and fourth anniversaries of the date of grant, subject to such named executive officer’s continued service. |
(2) | Amounts reported in these columns represent amounts that may be realized upon exercise of the stock options immediately prior to the expiration of their term assuming the specified compounded rates of appreciation (5% and 10%) on our common stock over the term of the stock options, net of exercise price. These numbers are calculated based on the requirements of the Securities and Exchange Commission and do not reflect our estimate of future stock price growth. Actual gains, if any, on stock option exercises will depend on the future performance of our common stock and the date on which the options are exercised. |
(3) | Dr. Loberg ceased to serve as our president and chief executive officer on March 20, 2006. |
(4) | Dr. Bloch ceased to serve as our chief financial officer, chief business officer, treasurer and secretary on March 20, 2006. |
(5) | Dr. Worcel resigned as our chief medical officer on January 5, 2006. He is currently employed in the position of medical and scientific advisor and is no longer serving as an executive officer of NitroMed. |
and Fiscal Year-End Option Values
Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) | Value of Unexercised In-The-Money Options at Fiscal Year-End ($)(2) | ||||||||||||||||||||||||||
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Name | Shares Acquired on Exercise (#) | Value Realized ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Michael D. Loberg, Ph.D. (3) | — | — | 407,500 | 343,500 | $ | 4,502,970 | $ | 1,705,550 | |||||||||||||||||||
Lawrence E. Bloch, M.D., J.D. (4) | — | — | 52,500 | 157,500 | — | — | |||||||||||||||||||||
Manuel Worcel, M.D. (5) | 36,875 | $ | 758,150 | 340,759 | 215,625 | $ | 4,008,471 | $ | 847,813 | ||||||||||||||||||
23,125 | $ | 492,100 | |||||||||||||||||||||||||
L. Gordon Letts, Ph.D. | 10,000 | $ | 229,100 | 163,750 | 231,875 | $ | 1,572,019 | $ | 1,042,000 | ||||||||||||||||||
36,875 | $ | 844,806 | |||||||||||||||||||||||||
2,000 | $ | 47,260 | |||||||||||||||||||||||||
3,850 | $ | 88,742 | |||||||||||||||||||||||||
11,935 | $ | 275,101 | |||||||||||||||||||||||||
5,340 | $ | 119,349 | |||||||||||||||||||||||||
Mark H. Pavao | — | — | 31,250 | 178,750 | $ | 245,625 | $ | 736,875 |
(1) | Value represents the difference between the exercise price per share and the fair market value per share of our common stock on the date of exercise, multiplied by the number of shares acquired on exercise. |
(2) | Value is based on the difference between the closing sale price per share of our common stock on December 31, 2005, the last trading day of the fiscal year ended December 31, 2005 ($13.95), and the applicable option exercise price, multiplied by the number of shares subject to the option. |
(3) | Dr. Loberg ceased to serve as our president and chief executive officer on March 20, 2006. |
(4) | Dr. Bloch ceased to serve as our chief financial officer, chief business officer, treasurer and secretary on March 20, 2006. |
(5) | Dr. Worcel resigned as our chief medical officer on January 5, 2006. He is currently employed in the position of medical and scientific advisor and is no longer serving as an executive officer of NitroMed. |
• | voluntarily terminates his employment; |
• | retires; |
• | refuses to accept another position offered by us of a comparable or higher base salary that is located within 50 miles of the facility where the participant performed his principal duties for us immediately prior to termination; |
• | is terminated for cause; |
• | is eligible to receive severance pursuant to a severance provision contained in an individual offer letter and has not agreed that the terms of the severance plan shall supercede any such provision; or |
• | is terminated under circumstances governed by a written change-of-control agreement. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(1) | |||||||||||
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(a) | (b) | (c) | ||||||||||||
Equity compensation plans approved by stockholders | 3,819,676 | $ | 9.39 | 708,191 | ||||||||||
Equity compensation plans not approved by stockholders | — | — | — | |||||||||||
Total | 3,819,676 | $ | 9.39 | 708,191 |
(1) | Includes no shares of our common stock issuable under our 1993 equity incentive plan, 700,891 shares of our common stock issuable under our 2003 plan and 7,300 shares of our common stock issuable under our 2003 ESPP. |
• | business and individual goals and objectives are set for each performance cycle; |
• | at the end of the performance cycle, the accomplishment of the executive’s goals and objectives and his or her contributions to NitroMed are evaluated; |
• | the executive’s performance is then compared with peers within NitroMed, and the results are communicated to the executive; and |
• | the comparative results, combined with comparative compensation practices of other companies in the industry, are then used to determine salary, bonus and stock compensation levels. |
• | achievement of the operating budget for NitroMed as a whole or of a business group of NitroMed; |
• | continued innovation in development and commercialization of our technology; |
• | timely development of new product candidates or processes; |
• | development and implementation of successful marketing and commercialization strategies; and |
• | implementation of financing strategies and establishment of strategic development alliances with third parties. |
Davey S. Scoon
Robert S. Cohen
AMONG NITROMED, INC., NASDAQ STOCK MARKET (U.S.) INDEX
AND NASDAQ PHARMACEUTICAL INDEX
Measurement Period (Fiscal Year Covered) | NitroMed, Inc. | NASDAQ Stock Market (U.S.) Index | NASDAQ Pharmaceutical Index | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
11/6/2003 | $ | 100.00 | $ | 100.00 | $ | 100.00 | ||||||||
12/31/2003 | $ | 77.34 | $ | 98.89 | $ | 103.05 | ||||||||
12/31/2004 | $ | 286.87 | $ | 104.85 | $ | 110.66 | ||||||||
12/31/2005 | 150.16 | $ | 115.26 | $ | 122.95 |
* | $100 invested on November 6, 2003 in our common stock and October 31, 2003 in either the NASDAQ Stock Market (U.S.) Index or the NASDAQ Pharmaceutical Index, including reinvestment of dividends. |
2003 EMPLOYEE STOCK PURCHASE PLAN
• | such person is employed for more than 20 hours per week and for more than five months in a calendar year; |
• | such person is employed for at least six months prior to enrolling in the 2003 ESPP; and |
• | such person is employed on the first day of the applicable offering period under the 2003 ESPP. |
• | To increase from 75,000 to 150,000 the number of shares of our common stock available for issuance under the 2003 ESPP (subject to adjustment in the event of stock splits and other similar events); and |
• | To provide for an “evergreen provision” that allows for an annual increase in the number of shares of our common stock available for issuance under the 2003 ESPP, which annual increase will be added on the first day of each of our fiscal years during the period beginning in fiscal year 2007 and ending on the last day of fiscal year 2010 and will be equal to the lesser of (i) 150,000 shares of our common stock or (iii) a lesser amount determined by our board of directors. |
• | 15% of the value of the stock on the day the offering commenced; and |
• | the participant’s profit. |
REGISTERED PUBLIC ACCOUNTING FIRM
Secretary
April 17, 2006
(a) | they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year; and |
(b) | they have been employed by the Company or a Designated Subsidiary for at least six months prior to enrolling in the Plan; and |
(c) | they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below). |
the employee’s Federal Income Tax Withholding Statement, but including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee.
unexercised Options remain outstanding under the Plan, (a) subject to the provisions of clauses (b) and (c), after the effective date of such transaction, each holder of an outstanding Option shall be entitled, upon exercise of such Option, to receive in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of Common Stock received pursuant to the terms of such transaction; or (b) all outstanding Options may be cancelled by the Board or the Committee as of a date prior to the effective date of any such transaction and all payroll deductions shall be paid out to the participating employees; or (c) all outstanding Options may be cancelled by the Board or the Committee as of the effective date of any such transaction, provided that notice of such cancellation shall be given to each holder of an Option, and each holder of an Option shall have the right to exercise such Option in full based on payroll deductions then credited to his account as of a date determined by the Board or the Committee, which date shall not be less than ten (10) days preceding the effective date of such transaction.
on August 18, 2003
on October 6, 2003
NITROMED, INC.
2003 EMPLOYEE STOCK PURCHASE PLAN
a) | 150,000 shares; or |
b) | a lesser amount as may be determined by the Board of Directors.” |
125 SPRING STREET
LEXINGTON, MA 02421
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | NITRO1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
NITROMED, INC.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. | ||||||||||||
1. | To elect the following eight (8) nominees as Directors of the | For All ¨ | Withhold All ¨ | For All Except ¨ | | |||||||
For | Against | Abstain | ||||
2. | To adopt the amendment to the Company's 2003 Employee Stock Purchase Plan. | ¨ | ¨ | ¨ | ||
3. | To ratify the selection by the audit committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2006. | ¨ | ¨ | ¨ | ||
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL MEETING OR AT ANY ADJOURNMENT THEREOF WILL NOT BE DEEMED TO REVOKE THE PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING. | ||||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. | ||||||
Note: | Please sign exactly as your name or names appear(s) on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
For address changes and/or comments, please check this box and write them on the back where indicated. | ¨ | |||||||||||
Yes | No | |||||||||||
Please indicate if you plan to attend this meeting. | ¨ | ¨ | ||||||||||
HOUSEHOLDING ELECTION- Please indicate if you consent to receive certain future investor communications in a single package per household. | ¨ | ¨ | ||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
NITROMED, INC.
May 17, 2006
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
NITROMED, INC.
125 SPRING STREET
LEXINGTON, MASSACHUSETTS 02421
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2006
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued and to be signed on the reverse side)