0001126234-15-000002.txt : 20150106 0001126234-15-000002.hdr.sgml : 20150106 20150106165906 ACCESSION NUMBER: 0001126234-15-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150106 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150106 DATE AS OF CHANGE: 20150106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWLINK GENETICS CORP CENTRAL INDEX KEY: 0001126234 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 421491350 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35342 FILM NUMBER: 15510743 BUSINESS ADDRESS: STREET 1: 2503 SOUTH LOOP DRIVE STREET 2: SUITE 5100 CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: 515-296-5555 MAIL ADDRESS: STREET 1: 2503 SOUTH LOOP DRIVE STREET 2: SUITE 5100 CITY: AMES STATE: IA ZIP: 50010 8-K 1 nlnk-20150106x8k.htm 8-K NLNK-20150106-8K


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 6, 2015 (January 1, 2015)



NewLink Genetics Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-35342
42-1491350
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
 
2503 South Loop Drive
Ames, IA
50010
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (515) 296-5555
 
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))





Section 5 - Corporate Governance and Management

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

(e)    Executive Officer Compensation and Equity Awards
 
Effective January 1, 2015, the Board of Directors (the “Board”) of NewLink Genetics Corporation (the “Company”) (a) approved 2014 bonuses for the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission and with respect to the Company’s 2014 fiscal year), (b) approved 2015 compensation for the named executive officers for the 2015 fiscal year, including salaries, target bonus percentages, stock option awards and restricted stock unit awards.
2014 Bonuses
The 2014 bonus awards for the applicable named executive officers are set forth on Exhibit 10.1 attached hereto and incorporated herein by reference. The 2014 bonus awards for the applicable named executive officers are based on the achievement of corporate and individual goals previously approved by the Board. The Board authorized bonus awards equal to 150% of the applicable bonus target for each of the current named executive officers based on extraordinary individual and Company performance in 2014.
2015 Named Executive Officer Compensation
The 2015 base salaries, target bonus awards, stock option awards and restricted stock unit awards for the applicable named executive officers are set forth on Exhibit 10.2 attached hereto and incorporated herein by reference. The 2015 bonus awards for the applicable named executive officers will be based on the achievement of corporate and individual goals, which have not yet been established for 2015. The 2015 stock option awards and restricted stock unit awards became effective on January 2, 2015.






Section 9 - Financial Statements and Exhibits
 
Item 9.01.              Financial Statements and Exhibits.
 
(d)  Exhibits.
 

Exhibit 
Number
 
Description
10.1
 
2014 Bonus Awards
10.2
 
2015 Salaries, Bonus Targets and Equity Awards





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 6, 2015



 
NewLink Genetics Corporation
 
 
 
 
By:
/s/ John B. Henneman III
 
John B. Henneman III
Its:
Chief Financial Officer





INDEX TO EXHIBITS
 

Exhibit 
Number
 
Description
10.1
 
2014 Bonus Awards
10.2
 
2015 Salaries, Bonus Targets and Equity Awards






 EX-10.1 2 nlnk-20150106x8kxex101.htm EXHIBIT - 2014 NLNK-20150106-8K-EX10.1
Exhibit 10.1

2014 Bonus Awards
Name and Title
Bonus Target*
Goal Percentage Achieved
Bonus Target Achieved*
2014 Salary
Total Cash Bonus Awarded
Charles J. Link, Jr., M.D.
60
%
150
%
90
%
$573,200
$515,880
Chairman of the Board and Chief
Executive and Scientific Officer
Nicholas N. Vahanian, M.D.
50
%
150
%
75
%
$453,600
$340,200
President and Chief Medical Officer
Gordon H. Link, Jr.
35
%
75
%
26.25
%
$295,200
$77,490
Chief Financial Officer (1)
W. Jay Ramsey, M.D., Ph.D.
35
%
150
%
52.5
%
$312,200
$163,905
Clinical and Regulatory Affairs Officer
Brian Wiley
30
%
150
%
45
%
$262,500
$118,125
Vice President of Business Development
 
 
 
 
 
 
* Bonus Targets listed as percentage of 2014 Base Salary
 
 
 
 
 
 
(1) Mr. Gordon Link's employment was terminated on September 30, 2014. His separation agreement provided that he would be paid a prorated bonus equal to 75% of his target bonus for the year.



EX-10.2 3 nlnk-20150106x8kxex102.htm EXHIBIT - 2015 NLNK-20150106-8K-EX10.2
Exhibit 10.2


2015 Salaries, Bonus Targets and Equity Awards
Name and Title
2015 Salary
Bonus Target*
Stock Options
Restricted Stock Unit Awards
Charles J. Link, Jr., M.D.
$640,700
60
%
143,000

45,000

Chairman of the Board and Chief
Executive and Scientific Officer
Nicholas N. Vahanian, M.D.
$531,800
50
%
81,000

25,000

President and Chief Medical Officer
W. Jay Ramsey, M.D., Ph.D.
$345,800
35
%
24,800

7,800

Clinical and Regulatory Affairs Officer
Brian Wiley
$319,600
30
%
23,400

7,400

Vice President of Business Development
 
 
 
 
 
* Bonus Targets listed as percentage of 2015 Base Salary