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): February 25, 2015

ALERE INC.

(Exact name of registrant as specified in charter)

Delaware	1-16789	04-3565120
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 647-3900

(Registrant’s telephone number, including area code)

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.

On February 25, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of Alere Inc. (the “Company”) approved several elements of a new compensation philosophy intended to provide a framework for future compensation decisions. The objective of this compensation philosophy is to attract, retain and motivate the talented and dedicated executives who are critical to Alere’s success in achieving its goals of continue growth, innovation and increased profitability and generally provides for a targeted mix of base salary, variable cash compensation and annual long-term incentive compensation.

In support of this general philosophy, the Committee approved the Alere Inc. 2015 Short-Term Incentive Plan (the “STIP”), a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference, providing for potential cash bonuses to officers, executives and certain managers. Under the STIP, participants are eligible to receive cash bonuses targeted at defined percentages of their current base salary, or their Bonus Opportunity, based on their executive or management level. Officers of the Company (other than the CEO and CFO) have a Bonus Opportunity targeted at 45%, and the CEO and CFO have Bonus Opportunities targeted at 100% and 60% respectively. Based on the sum of all Bonus Opportunities, the STIP will fund in an aggregate amount of approximately $9 million (of which approximately $4 million is allocated to officers) if corporate earnings per share and organic growth targets established by the Committee are both met at the targeted levels, and in an aggregate amount of up to a maximum of approximately $13.5 million (of which approximately $5.5 million is allocated to officers) if both of these targets are exceeded by 50%. Executives performing corporate functions will receive bonus equal to the percentage by which both corporate targets, weighted equally, were met. Remaining STIP funds will be distributed among the Company’s global business units, or GBUs, including its International division, based upon performance against the corporate earning per share target and GBU revenue and gross margin targets approved separately by the Committee, weighted 50%, 25%, 25% respectively. Funds allocated to each GBU will then be distributed among participating GBU employees based on individual performance targets.

The Committee also approved long-term incentive awards, or the Annual Option Awards, in the form of stock options granted under the Alere 2010 Stock Option and Incentive Plan. The Annual Option Awards were granted as of February 28, 2015, have an exercise price of $45.47 per share and vest in four equal, annual installments beginning on the first anniversary of the grant date based on continued employment. The following awards were made to named executive officers of the Company:

Officer Name	Number of Stock Option Shares:		Job Title
Namal Nawana		300,000	CEO
Dave Teitel		35,000	CFO

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Alere Inc. 2015 Short-Term Incentive Plan

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.

	ALERE INC.
Date: March 3, 2015	By:	/s/ Jay McNamara
		Jay McNamara
		Senior Counsel – Corporate & Finance

EXHIBIT INDEX

Exhibit No.	Description
99.1	Alere Inc. 2015 Short Term Incentive Plan

EX-99.1

Exhibit 99.1

2015 Annual Incentive Plan

February 2015

Primary Objective: the primary objective of the plan to assist in the attraction, retention and motivation of the senior talent critical to deliver on the Strategic Imperatives in 2015, and particularly those that consistently demonstrate the competencies and values that serve as the foundation for One Alere and its culture.

Performance Period: January 1, 2015 – December 31, 2015.

Plan Eligibility: The plan in 2015 is targeted to the Executive Team and their direct reports who are at a Director level, or more senior. In rare instances, the plan will include others whose responsibilities include a large and/or complex set of deliverables. Participation in this Incentive Plan precludes participation in any local incentive plan. Participants are approved by Alere’s CEO and Alere’s Compensation Committee.

Plan Components: There are two major components to the plan: funding of the incentive pool and distribution of incentives/bonus earned.

Funding: The plan is funded based on the Company’s performance in 2 metrics: Earnings Per Share (EPS) and Organic Growth. The Compensation Committee shall separately approve the applicable targets for each, at 50% (minimum,) 100% (target) and 150% (maximum.) Actual performance against EPS and Organic Growth targets is weighed equally (50%) and together will determine the percent of the incentive pool that is actual earned, and funded. In the event that neither target is met at the minimum level, the plan would be funded at 25% of target, to allow for discretionary recognition of individuals who excelled in their contribution during the year. If one of the two targets is not met at minimum, the pool would fund at 50% of target.

Distribution: The distribution of any earned incentives is based on performance against applicable targets. For those in the Corporate Functions, their targets are the same as the overall targets for EPS and Organic Growth. The Compensation Committee shall separately approve the applicable targets for the GBUs and International which are based 50% on EPS and 25% each for GBU or International revenue targets and gross margin dollars. Based on performance against these targets, each Executive Team leader would be allocated a corresponding sub-pool of earned funds – and s/he will distribute said sub-funds in accordance with participants’ performance against individual objectives and their overall level of contribution to attaining the results. If one or both of the target areas are not met at minimum, triggering a lower level of funding as noted above, the responsibility for determining sub pools would be the CEO’s. If neither target is not met at minimum, the Executive level (E3) will not be eligible for any incentive amount.

Participant Target Levels: Each participant’s role has been evaluated on a number of factors, including size, complexity, responsibility, experience required, etc. using Alere’s Job Leveling Chart. As such, each has been slotted into one of the following levels:

E3 – Executive Team

E2 – Senior Leader

E1 – Leader

M5/P5 – Director

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Based on extensive analysis and benchmarking conducted by Aon Radford, Alere’s external executive compensation consultant, each level was designated to have a different target bonus opportunity for 2015. Those are:

E3* – 45%

E2 – 35%

E1 – 25%

M5/P5 – 15%

* The CEO and CFO positions are valued more highly in the market and their target bonus opportunities are 100% and 60%, respectively.

Additional Provisions: Below are some additional plan elements:

1. Performance against metrics will be currency adjusted.

2. Performance against metrics will be communicated quarterly.

3. Any and all earned incentive/bonus will be based on base pay as of the first pay period in April 2015.

4. Plan participants are not eligible for an annual merit increase in 2015.

5. Any and all earned incentive/bonus will be paid in total no later than March 15, 2016, and subject to country specific, relevant taxes.

6. To be eligible for the incentive payment, participants must employed by the Company at the time the incentive payment is processed, and must be in good standing.

7. Participants hired or entering the plan after April 1, 2015, will be eligible for a pro-rated earned incentive payment; those hired or entering the plan after Q3, or October 1, 2015, are not eligible to participate.

8. If the participant takes an unpaid leave of absence, it will be management’s discretion to determine if any earned amount should be pro-rated.

9. The plan does not constitute a contract of employment, and nothing contained herein will change the rights of the Company to terminate the participants’ employment, following local/country provisions.

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