8-K

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): December 7, 2012

MEDIVATION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32836	13-3863260
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

525 Market Street, 36^th Floor

San Francisco, California 94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 543-3470

(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:

¨ 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.

2012 Bonuses

On December 7, 2012, the Compensation Committee of the Board of Directors (the “Committee”) of Medivation, Inc. (the “Company”) approved cash bonuses for the Company’s executive officers pursuant to the Company’s 2012 Bonus Plan, as previously described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 1, 2012, in recognition of both the level of the Company’s achievement of its corporate goals for 2012 and each named executive officer’s contributions toward the achievement of those goals. The bonuses awarded to the named executive officers are set forth in Exhibit 10.1 hereto and are incorporated herein by reference.

2013 Salaries

On December 7, 2012, the Committee approved new base salaries, effective January 1, 2013, for the Company’s executive officers in the amounts set forth in Exhibit 10.1 hereto, which is incorporated herein by reference.

2013 Bonus Plan

On December 7, 2012, the Committee approved a 2013 bonus plan for the Company’s executive officers, which bonus plan is summarized in Exhibit 10.2 hereto and incorporated herein by reference.

Equity Awards

On December 7, 2012, the Committee approved the grant of stock options and restricted stock units (“RSUs”) under the Company’s Amended and Restated 2004 Equity Incentive Award Plan (the “2004 Plan”) to the Company’s Chief Executive Officer and other named executive officers. The number of shares of the Company’s common stock underlying the grants is set forth in the table below:

Named Executive Officer	Number of Shares of Common Stock Underlying Stock Options	Number of Shares of Common Stock Underlying Restricted Stock Units
David Hung, M.D.     President and Chief Executive Officer	155,000	31,000
Cheryl Cohen     Chief Commercial Officer	45,000	9,000
C. Patrick Machado     Chief Business Officer and Chief Financial Officer	45,000	9,000
Lynn Seely, M.D.     Chief Medical Officer	45,000	9,000

The grant date of the stock options, determined in accordance with the Company’s Stock Option Grant Date Policy, will be December 17, 2012. One-fourth of the shares subject to the stock options will vest and become exercisable on the first anniversary of the grant date, and the remaining three-fourths of the shares will vest monthly over the three years thereafter, subject to continued service. The stock options will have an exercise price equal to the fair market value per share of the Company’s common stock on the grant date, as determined in accordance with the terms of the 2004 Plan, and a term of 10 years from the grant date.

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The grant date of the RSUs was December 7, 2012. The RSUs will vest annually over three years beginning on December 3, 2012, subject to continued service.

The description of the stock options contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Stock Option Grant Notice and Stock Option Agreement for use in connection with the grant of the Options, which were filed with the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on February 11, 2005 and incorporated herein by reference to this Current Report on Form 8-K.

The description of the RSUs contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Restricted Stock Unit Grant Notice and Agreement for use in connection with the grant of the restricted stock units, which was filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012 and incorporated herein by reference to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	2012 Bonuses and 2013 Base Salaries for Named Executive Officers.
10.2	2013 Bonus Plan Summary.

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SIGNATURE

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.

	MEDIVATION, INC.
Dated: December 12, 2012	By:	/s/ C. Patrick Machado
		C. Patrick Machado Chief Business Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	2012 Bonuses and 2013 Base Salaries for Named Executive Officers.
10.2	2013 Bonus Plan Summary.

EX-10.1

Exhibit 10.1

2012 Bonuses

Executive Officer	2012 Bonus Amount
David Hung, M.D.     President and Chief Executive Officer	$	1,160,000
Cheryl Cohen     Chief Commercial Officer	$	510,000
C. Patrick Machado     Chief Business Officer and Chief Financial Officer	$	557,000
Lynn Seely, M.D.     Chief Medical Officer	$	557,000

2013 Base Salaries

Executive Officer	2013 Base Salary (Effective January 1, 2013)
David Hung, M.D.     President and Chief Executive Officer	$	750,000
Cheryl Cohen     Chief Commercial Officer	$	439,900
C. Patrick Machado     Chief Business Officer and Chief Financial Officer	$	480,400
Lynn Seely, M.D.     Chief Medical Officer	$	480,400

EX-10.2

Exhibit 10.2

2013 Bonus Plan

Purpose:

The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Medivation, Inc. (the “Company”) has established the terms of the 2013 Bonus Plan (the “Plan”) to compensate the executive officers of the Company for the level of achievement of corporate performance objectives set forth by the Compensation Committee for 2013, as well as the executive officers’ contributions toward the achievement of those performance objectives.

Determination of 2013 Cash Bonuses:

Target bonuses for the Company’s named executive officers under the Plan will range from 60% to 100% of such executive’s 2013 base salary. The amount of cash bonuses, if any, for each named executive officer will be based on the named executive officer and the Company meeting the 2013 corporate performance objectives approved by the Compensation Committee, which include objectives relating to clinical trials, regulatory activities and commercial sales of the Company’s approved product. 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. The target bonuses for the Company’s named executive officers for 2013 are as follows:

Executive Officer	Target Bonus (as percent of 2013 Base Salary)
David Hung, M.D.     President and Chief Executive Officer		100	%
Cheryl Cohen     Chief Commercial Officer		60	%
C. Patrick Machado     Chief Business Officer and Chief Financial Officer		60	%
Lynn Seely, M.D.     Chief Medical Officer		60	%