0001193125-14-089070.txt : 20140307 0001193125-14-089070.hdr.sgml : 20140307 20140307160606 ACCESSION NUMBER: 0001193125-14-089070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140303 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140307 DATE AS OF CHANGE: 20140307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOGENIX, INC. CENTRAL INDEX KEY: 0001375151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205300780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 14677222 BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 650 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 259-1165 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 650 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: ZOGENIX INC DATE OF NAME CHANGE: 20060911 8-K 1 d689712d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 3, 2014

 

 

ZOGENIX, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-34962   20-5300780

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

12400 High Bluff Drive, Suite 650, San Diego, CA   92130
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 259-1165

 

 

(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))

 

 

 

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

1. Bonuses Payable to Named Executive Officers for the 2013 Fiscal Year. On March 4, 2014, the Board of Directors (the “Board”) of Zogenix, Inc. (the “Company”) approved the cash bonus payment for the 2013 fiscal year to be paid to the Company’s Chief Executive Officer. On March 3, 2014, the Compensation Committee of the Board (the “Compensation Committee”) approved the cash bonus payments for the 2013 fiscal year for the Company’s other named executive officers.

Pursuant to the Company’s Annual Incentive Plan (the “Plan”), each named executive officer is eligible for a performance bonus based upon the achievement of certain corporate performance goals approved by the Board and, with respect to the named executive officers other than the Company’s Chief Executive Officer, individual performance objectives. Under the Plan, the target levels for executive bonuses for the 2013 fiscal year were as follows: 50% of base salary (100% of which was based on corporate goals) for Roger L. Hawley, the Company’s Chief Executive Officer, and 45% of base salary (90% of which was based on corporate goals and 10% of which was based on individual performance) for each of Stephen J. Farr, Ph.D., the Company’s President, Ann D. Rhoads, the Company’s Executive Vice President and Chief Financial Officer, and Richard S. Shively, the Company’s Executive Vice President and Chief Commercial Officer. Cynthia Y. Robinson, the Company’s Former Chief Development Officer, was eligible for a target bonus of $75,000 pursuant to the terms of her employment transition agreement effective as of November 1, 2013. The bonuses to be paid to the named executive officers are as follows:

 

Name    Title    Bonus

Roger L. Hawley

    Chief Executive Officer    $210,000

Stephen J. Farr, Ph.D.

    President    $160,000

Ann D. Rhoads

    Executive Vice President, Chief Financial Officer, Treasurer and Secretary    $137,213

Richard S. Shively

    Executive Vice President, Chief Commercial Officer    $137,183

Cynthia Y. Robinson

    Former Chief Development Officer    $75,000

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.

 

        ZOGENIX, INC.
   
Date: March 7, 2014   By:  

/s/ Ann D. Rhoads

  Name:   Name: Ann D. Rhoads
  Title:   Executive Vice President, Chief Financial Officer, Treasurer and Secretary