Form 8-K RIGEL PHARMACEUTICALS For: Jan 26

 

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): January 26, 2016

 

RIGEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

 

1180 Veterans Boulevard

South San Francisco, CA

(Address of principal executive offices)

 

94080

(Zip Code)

 

Registrant’s telephone number, including area code: (650) 624-1100

 

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 (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 5.02                                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

On January 26, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Rigel Pharmaceuticals, Inc. (the “Company”) approved stock option grants to certain of the Company’s officers (collectively, the “Officers”):

 

Name		Title		Stock Options
Raul Rodriguez		President and Chief Executive Officer		800,000
Donald Payan		Executive Vice President, President of Discovery and Research		330,000
Elliott Grossbard		Executive Vice President, Chief Medical Officer		300,000
Dolly Vance		Executive Vice President, Corporate Affairs, General Counsel and Secretary		300,000
Ryan Maynard		Executive Vice President, Chief Financial Officer		300,000

 

The stock options vest as follows: 50% of the shares of common stock subject to the award vest in equal monthly installments over two years from the vesting commencement date of January 1, 2016; and 50% of the shares of common stock subject to the award vest based on the achievement of one or more performance conditions.

 

On January 26, 2016, the Board approved the 2016 Cash Incentive Plan (the “Incentive Plan”), pursuant to which the Company’s named executive officers and other employees may become entitled to cash bonus payments based on attainment of specified corporate performance goals. A copy of the Incentive Plan is attached as Exhibit 10.30 hereto and is incorporated herein by reference.

 

Item 9.01.            Financial Statements and Exhibits.

 

(d)                 Exhibits.

 

Exhibit		Description
10.30		2016 Cash Incentive Plan

 

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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.

 

Dated: January 29, 2016	RIGEL PHARMACEUTICALS, INC.
By:	/s/ Dolly A. Vance
	Dolly A. Vance
	Executive Vice President, General Counsel and Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit		Description
10.30		2016 Cash Incentive Plan

 

4

Exhibit 10.30

 

2016 CASH INCENTIVE PLAN

 

Purpose:

 

The terms of the 2016 Cash Incentive Plan (the “Plan”) have been established to reward the executives and other employees of Rigel Pharmaceuticals, Inc. (the “Company”) for assisting the Company in achieving its operational goals through exemplary performance. Under the Plan, cash bonuses, if any, will be based on both the achievement of corporate goals and a review of personal performance, which is determined at the discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”) and/or the Board of Directors (the “Board”).  The overarching intent in setting and achieving the goals is to build long-term shareholder value.

 

Determination of 2016 Cash Bonuses:

 

Target bonuses for participants in the Plan will range from 5% to 60% of such recipient’s 2016 base salary, with a range for executives of 40% to 60% of such executive’s 2016 base salary. The maximum bonus that a participant will be eligible to receive is 120% of such participant’s 2016 base salary and in no event will a bonus be paid later than March 15 of the year following the year in which the bonus was earned. The objective Company performance goals for each participant will be based on meeting certain goals with respect to the Company’s financial and operational performance:  selecting a novel clinical development candidate or identifying a new indication for an existing Rigel molecule (weighted at 10%), completing both phase 3 clinical trials for the Immune Thrombocytopenia Purpura (ITP) indication and progressing NDA filing and processes required for commercialization for such product candidate (weighted at 60%), advancing the development of product candidates in phase 2 (weighted at 20%), and maintaining a viable cash position for the Company at December 31st, 2016 (weighted at 10%), as well as other Company performance goals to be determined by the Compensation Committee. The Board and Compensation Committee reserve the right to modify these goals and criteria at any time or to grant bonuses to the participants even if the performance goals are not met, as well as to withhold bonuses if a minimum threshold of 40% of the goals are not met.