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): January 30, 2017

Portola Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35935	20-0216859
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
270 E. Grand Avenue South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 246-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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.

On January 30, 2017, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Portola Pharmaceuticals, Inc. (the “Company”) approved 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) (i) cash incentive bonuses for the 2016 fiscal year payable in connection with the Company’s and each named executive officer’s performance during 2016, (ii) 2017 base salaries (effective retroactively to January 1, 2017), and (iii) certain grants of stock options, restricted stock unit awards and performance stock unit awards as set forth in the tables below:

NAME	BONUS FOR 2016 PERFORMANCE			2017 BASE SALARY		2017 TARGET BONUS PERCENTAGE
William Lis	$	185,500		$	550,000		70	%
John Curnutte	$	96,863		$	445,571		45	%
Mardi Dier	$	172,874	(1)	$	427,222		45	%
Tao Fu	$	169,525	(1)	$	411,817		45	%

Notes:

(1) Includes $80,000 discretionary bonus.

NAME	NUMBER OF OPTION SHARES(1)		NUMBER OF RSUS(2)		NUMBER OF PSUS(3)
William Lis		137,500		34,375		34,375
John Curnutte		50,000		12,500		12,500
Mardi Dier		62,500		15,625		15,625
Tao Fu		62,500		15,625		15,625

Notes:

(1) One forty-eighth (1/48^th) of the shares initially subject to the option shall vest on each monthly anniversary following January 1, 2017.

(2) One-third (1/3^rd) of the shares subject to the grant shall vest on each one-year anniversary following March1, 2017.

(3) Each Performance Stock Unit (“PSU”) represents a contingent right to receive one share of the Company’s Common Stock. The PSUs vest as follows: (i) 50% of the PSUs will become vested upon the date of the Compensation Committee’s certification (the “Certification Date”) of regulatory approval of Andexanet alfa in either the United States or European Union (the “Regulatory Approval”) if received in 2017, with the remaining 50% vesting on the first anniversary of the Certification Date, or (ii) 37.5% of the PSUs will become vested upon the Certification Date if Regulatory Approval is received in 2018, with the remaining 37.5% vesting on the first anniversary of the Certification Date. If Regulatory Approval does not occur prior to the end of 2018, the PSUs shall not vest.

In addition, on January 30, 2017, Dr. John T. Curnutte, M.D., Ph.D., the Company’s Executive Vice President, Research and Development, entered into an amended and restated offer letter with the Company (the “Offer Letter”), effective February 1, 2017. Pursuant to the terms of the Offer Letter, Dr. Curnutte’s responsibilities remain the same and his work hours are reduced by 25%. Dr. Curnutte’s salary is reduced by 25% from his current annual salary rate of $445,571 to an annual salary rate of $334,178. Equity incentive awards previously granted to Dr. Curnutte will remain outstanding and continue to vest in accordance with their terms, and he remains eligible for an annual bonus.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
10.1	Amended and Restated Offer Letter by and between Portola and John T. Curnutte, M.D., Ph.D., dated as of January 25, 2017.

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.

	Portola Pharmaceuticals, Inc.
Dated: February 3, 2017
	By:	/s/ Mardi C. Dier
		Mardi C. Dier
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Description of Document
10.1	Amended and Restated Offer Letter by and between Portola and John T. Curnutte, M.D., Ph.D., dated as of January 25, 2017.

EX-10.1

Exhibit 10.1

January 25, 2017

John T. Curnutte, M.D., Ph.D.

Dear John,

This letter sets forth the terms and conditions of your part-time employment with Portola Pharmaceuticals, Inc. (“Portola” or the “Company”), effective February 1, 2017.

Duties/Role

You will continue to serve as the Company’s Executive Vice President, Research and Development, reporting to the CEO. However, your schedule will be 75% of a regular full-time employee. You are expected to work from the Company’s headquarters one week per month. For the remaining time, your schedule will be Tuesday through Thursday, working from your home office.

Annual Salary

Your full-time salary will be adjusted to reflect your part-time schedule. Your salary for your part-time role will be $334,178 per year, less payroll deductions and all required withholdings.

Target Bonus

You will remain eligible for a target bonus equal to 45% of your annual, part-time salary. Whether Portola awards bonuses for any given year, the allocation of the bonuses, if awarded, will be in the sole discretion of the Company as determined by its Board of Directors (the “Board”). If the Board approves payment of bonuses for any given year, the bonus amounts generally will be determined and paid within the first calendar quarter of the year based on the prior year’s performance. If your employment terminates prior to the payment of any bonus, then you will not have earned the bonus and will not receive any portion of it.

Equity

Your existing equity awards will be unaffected by your change to part-time status, and thus will continue to be governed in all respects by the governing plan documents and equity award agreements. You will also remain eligible for future grants, subject to the discretion of the Board.

Benefits

You will remain eligible for the Company’s standard benefits, subject to the terms and conditions of such plans.

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The Company will continue to provide you with a monthly payment, less payroll deductions and all required withholdings, in the net amount of $1,350.00, to continue coverage of your personal retirement medical program.

Expense Reimbursement

The Company agrees to reimburse you for your hotel, transportation and meals for each week that you work from the Portola Offices.

Confidentiality

You are required to continue to comply with the terms of your Proprietary Information and Inventions Agreement.

Acknowledgements

Your employment with the Company shall remain at will, which means you may terminate your employment with Portola at any time and for any reason whatsoever simply by notifying Portola, and likewise, Portola may terminate your employment at any time and with or without cause or advance notice. This at-will employment relationship cannot be changed except in a writing signed by a Company officer. Portola reserves the right, in its sole discretion, to adjust salaries, incentive compensation, stock plans, employee benefits, job titles, locations, duties, responsibilities and reporting relationships in accordance with applicable laws.

This letter, together with the Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of agreement with Portola concerning the subject matter hereof. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of Portola.

Yours truly,

/s/ William Lis

William Lis

Chief Executive Officer

Accepted:
/s/ John Curnutte, M.D., Ph.D.	1/30/2017
John Curnutte, M.D., Ph.D.	Date

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