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):  April 25, 2011

OPTIMER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-33291
(Commission File Number) 33-0830300
(I.R.S. Employer
Identification No.)

10110 Sorrento Valley Road, Suite C
San Diego, California
(Address of principal executive offices) 92121
(Zip Code)

Registrant’s telephone number, including area code: (858) 909-0736

Not Applicable.
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On April 25, 2011, the Compensation Committee of our Board of Directors adopted the Optimer Pharmaceuticals, Inc. 2011 Incentive Compensation Plan (the “Plan”).  The Plan provides for the payment of cash bonuses to our Chief Executive Officer, Vice Presidents, and director, associate director, senior manager and senior research investigator-level employees. Under the Plan, each participant is assigned a target bonus equal to a percentage of annual salary.  Actual bonuses paid under the Plan are based on the achievement of pre-established corporate and individual goals.  For Plan participants other than our Chief Executive Officer, 75% of overall goal achievement is based on corporate goals and 25% is based on individual goals.  Any bonus paid to our Chief Executive Officer under the Plan is based entirely on the achievement of corporate goals. All Plan participants have the same corporate goals, which are recommended by our Chief Executive Officer and Chief Financial Officer and approved by our Compensation Committee.  Individual goals are established by our Chief Executive Officer upon consultation with senior staff. The degree to which corporate goals have been met is determined by our Compensation Committee, the degree to which individual goals have been met is, with respect to our officers, recommended by our Chief Executive Officer and approved by the Compensation Committee and, with respect to all other Plan participants, is recommended by the applicable department head and approved by our Chief Executive Officer, in all cases after the end of our fiscal year.

The target award for our Chief Executive Officer, Senior Vice Presidents and officers, Vice Presidents and executive directors, senior directors and directors, and associate directors, senior managers and senior research investigators is 50%, 35%, 25%, 15% and 10% of annual salary, respectively.  The Compensation Committee may grant awards that exceed the target awards in the case of exemplary achievement and, upon the recommendation of our Chief Executive Officer and approval of the Compensation Committee, an individual award may be reduced below the amount otherwise calculated under the Plan.  For each Plan participant, both corporate and individual goals, as applicable, must be achieved at a minimum 75% level for any award to take place.  In addition, Plan participants must have been employed by us prior to July 1, 2011 to be eligible for an award.  Plan participants that were hired after January 1 and before July 1, 2011 will have their award pro-rated. If a Plan participant is terminated prior to payment of awards under the Plan, he or she will not be entitled to participate in the Plan, except if the termination is due to death or disability, in which case the participant will be eligible to participate on a pro rated basis.  In the event that we undergo a change in control, it will be assumed that 100% of corporate and individual goals have been met and each Plan participant will be entitled to the resulting award, pro rated to the date of the change in control.

Our Compensation Committee also approved corporate goals under the Plan for 2011.  The corporate goals relate to the continued development and potential commercialization of our DIFICID™ product candidate, continued enhancement of our intellectual property portfolio, and advancement in our research and business development efforts.

The above description is qualified in its entirety by reference to the summary of our 2011 Incentive Compensation Plan attached hereto as Exhibit 99.1 and incorporated by reference.

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Item 5.07.  Submission of Matters to a Vote of Security Holders.

Set forth below are the results of the matters submitted for a vote of stockholders at our 2011 Annual Meeting of Stockholders held on April 25, 2011.

Proposal 1 — Election of Directors

The following directors were elected to serve for three-year terms until the 2014 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

Director Elected	Number of Shares Voted For	Number of Shares Voted Against or Withheld	Broker Non-Vote
Michael N. Chang, Ph.D.	23,353,747	95,305	12.652,392
Anthony E. Altig	23,277,240	171,812	12,652,392
Robert L. Zerbe, M.D.	22,969,400	479,652	12,652,392

Proposal 2 — Ratification of the Appointment of Ernst and Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011.

For	Against	Abstain	Broker Non-Vote
35,792,374	163,804	145,266	0

Proposal 3 — Approval, on and Advisory Basis, of the Compensation of our Named Executive Officers.

For	Against	Abstain	Broker Non-Vote
22,583,307	851,205	14,540	12,652,392

Proposal 4 — Indication, on an Advisory Basis, of the Preferred Frequency of Stockholder Advisory Votes on the Compensation of our Named Executive Officers.

1 year	2 years	3 years	Abstain	Broker Non-Vote
21,094,392	45,452	2,299,872	9,336	12,652,392

Consistent with the preference of our stockholders indicated by the voting results for Proposal 4, we have decided to include a stockholder advisory vote on the compensation of our named executive officers every year until the next required vote on the frequency of such advisory votes.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Summary of Optimer Pharmaceuticals, Inc. 2011 Incentive Compensation 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.

	OPTIMER PHARMACEUTICALS, INC.
By:	/s/ John D. Prunty
	John D. Prunty Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Date: April 29, 2011

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EX-99.1

Exhibit 99.1

Summary of Optimer Pharmaceuticals, Inc.

2011 Incentive Compensation Plan

Optimer Pharmaceuticals, Inc. (the “Company”) has adopted this 2011 Incentive Compensation Plan (the “Plan”) for its Chief Executive Officer, Senior Vice Presidents, Executive Officers, Vice Presidents,  executive directors, senior directors, directors, associate directors, senior managers and senior research investigators.

2011 incentive payouts will be submitted for approval by the Compensation Committee of the Board of Directors and shall be paid no later than March 15, 2012.

Plan Governance

The Compensation Committee (the “Compensation Committee”), appointed by the Board of Directors of the Company (the “Board”), is responsible for administrating the Plan. The Compensation Committee’s primary responsibilities are to ensure that measurable goals are established and to determine the degree to which Corporate goals have been achieved. The Compensation Committee at any time, and from time to time, may amend, suspend or terminate the Plan.

Establishment of Goals

The Compensation Committee will work with the Chief Executive Officer and the Chief Financial Officer to approve corporate objectives. The Chief Executive Officer and Department Heads will work with remaining senior level Optimer staff in establishing individual goals.

Plan Year

The Plan year will end on December 31, 2011.

Minimum Achievement Level

75% of both corporate goals (the “Corporate Goals”) and individual goals (the “Individual Goals”) must be achieved for any awards to take place.

Goal Achievement Percentage

The “goal achievement percentage” represents the degree to which the performance goals have been met.

The Compensation Committee will decide the percentage of Corporate Goals achieved. 100% of the Chief Executive Officer’s incentive will be based on Corporate Goal achievement. For all eligible positions, Corporate Goal achievement will be weighted 75% of the total payment and 25% of will be

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based on Individual Goal achievement. The percentage of Individual Goals achieved by officers will be recommended by the Chief Executive Officer and approved by the Compensation Committee. The percentage of Individual Goals achieved by all other eligible employees will be recommended by the applicable Department Heads and approved by the Chief Executive Officer. The percentage of Corporate Goals or Individual Goals achieved will be referred to as “the percentage of goals achieved.”

The following table summarizes the target award available to each level of position in the Company. The target award percentage can be received if 100% of the Corporate Goals AND 100% of the Individual Goals have been met and length of service requirements have been met. The award amounts are determined by multiplying each employee’s year-end base salary by their target award percentage. In the event of exemplary achievement the Compensation Committee may, in its discretion, pay an award under the Plan which exceeds an individual’s target award. Conversely, except in the case of a Qualified Change in Control, upon the recommendation of the Chief Executive Officer and approval of the Compensation Committee (or upon the sole determination of the compensation Committee in the case of the Chief Executive Officer), actual awards for any participant may be eliminated or reduced below the amount otherwise determined by multiplying the target award amount by the applicable “goal achievement percentage” (as set forth below).

Position	Target Award Percentage		Payment Based on achievement in
Chief Executive Officer	50	%	100% Corporate Goals
Sr. Vice President & Company Executive Officers	35	%	75% Corporate/25% Individual Goals
Vice Presidents & Executive Directors	25	%	75% Corporate/25% Individual Goals
Sr. Directors	20	%	75% Corporate/25% Individual Goals
Directors	15	%	75% Corporate/25% Individual Goals
Associate Directors, Sr. Managers, and Sr. Research Investigators	10	%	75% Corporate/25% Individual Goals

Length of Service, Eligibility And Partial-Year Participation

An Employee must maintain an average of “meets expectations” in their individual performance review, or otherwise be considered to perform their duties in a satisfactory manner, in order to maintain eligibility.

Eligible employees must be hired prior to July 1st in the Plan year to be eligible to participate in the Plan in the Plan year. Eligible employees hired within the Plan year, but prior to July 1st are eligible to participate in the Plan as of their first day of employment, but the bonus payment will be prorated for days worked in the Plan year. Regular employment does not include leaves of absence. Payouts will be prorated for time off due to a personal or medical leave of absence in excess of two weeks.

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Calculation of Award

The award amounts are determined by multiplying each participant’s “year-end base salary” by their “target award percentage.”  For eligible positions, not including the Chief Executive Officer (who’s target award is based solely on Corporate Goal achievement), 75% of the target award is based on the Corporate Goal achievement and 25% is based on Individual Goal achievement. Actual awards are determined by multiplying the target award amount based on corporate and individual goal achievement by the applicable “goal achievement percentage.” If the employee was hired in the Plan year, the award total is then multiplied by the number of days the employee participated in the plan and divided by 365. The foregoing notwithstanding, the Compensation Committee may grant an award which exceeds an individual’s target award amount in the case of exemplary achievement and, except in the case of a Qualified Change in Control, upon the recommendation of the Chief Executive Officer and approval of the Compensation Committee (or upon the sole determination of the Compensation Committee in the case of the Chief Executive Officer), actual awards for any employee may be eliminated or reduced below the amount otherwise determined by multiplying the target award amount by the applicable “goal achievement percentage.”

Termination during Plan Year

If a participant’s employment is terminated during the Plan year for reason of death or disability, the award will be determined based on performance at the end of the Plan year. The final award will be calculated by multiplying the full year award amount by the number of days of employment during the performance period divided by 365. If a participant’s employment is terminated during a Plan year for any reason other than death or disability, the participant will not be eligible for participation in the Plan for the Plan year. If a participant’s employment is terminated for any reason other than death or disability after a Plan year but prior to payment to such participant of an award under the Plan for such Plan year, the participant will not be eligible for participation in the Plan for such Plan year.

Change in Control

In the event of a Qualified Change in Control of the Company (defined below), each participant will receive a pro rata share of the annual bonus for the year in which the Qualified Change in Control occurs, calculated on the basis of each participant’s target award for that year and on the assumption that all performance goals have been or will be achieved at 100%. For this purpose, the pro rata share will be calculated by dividing the number of days employed during the performance period prior to the Qualified Change in Control by 365. The bonus amount so determined will be paid to participants within 15 days following the Qualified Change in Control. After the payments of the bonus amounts following such Qualified Change of Control, the Plan shall terminate in its entirety.

Qualified Change in Control means the occurrence of any of the following events:

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

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The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

A change in the composition of the Board occurring within a two-year period, as a result of which less than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who are either (A) are directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Administration

Notwithstanding any other provision of this Plan, the Company reserves the right to modify this Plan in any way and at any time, retroactively or prospectively, with or without cause provided however, that the Company may not modify, cancel or amend this Plan following the consummation of a Qualified Change of Control. Nothing in this Plan shall be deemed an employment contract or to provide any rights to continued employment or the payment of any amount, regardless of performance. The Board or the Compensation Committee shall have the power to construe and interpret the Plan and to establish, amend and revoke rules and regulations for its administration. The Board or the Compensation Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

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