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: June 30, 2011
(Date of earliest event reported)
SciClone Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19825 |
94-3116852 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 950 Tower Lane, Suite 900, Foster City, CA |
94404 | |
| (Address of principal executive offices) | (Zip Code) | |
(650) 358-3456
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 July 1, 2011, the Compensation Committee of the Board of Directors of SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), approved the Executive Incentive Plan. The Executive Incentive Plan is attached as Exhibit 10.38 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 30, 2011, the Company held its annual meeting of stockholders. At the annual meeting, the matters on which the stockholders voted, in person or by proxy were:
| (i) | to elect eight nominees as directors to serve until the next Annual Meeting and until their successors have been elected and qualified; |
| (ii) | to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) increasing the authorized number of shares available for issuance from 85,000,000 shares to 110,000,000 shares; |
| (iii) | to approve, on an advisory (non-binding) basis, the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement; |
| (iv) | to indicate, on an advisory (non-binding) basis, how frequently the Company should seek future, further advisory votes on the compensation of the Company’s executive officers; and |
| (v) | to ratify the selection of Ernst & Young LLP as SciClone’s independent registered public accounting firm for the fiscal year ending December 31, 2011. |
The eight nominees were elected, the Amendment was approved, the compensation of executive officers was approved, the stockholders approved a one year interval for future advisory voting on executive compensation and the appointment of the independent registered public accounting firm was ratified. The results of the voting were as follows:
Election of Directors:
| Director |
Votes For | Votes Withheld |
||||
| Jon S. Saxe |
22,459,176 | 2,330,611 | ||||
| Friedhelm Blobel, Ph.D. |
24,141,130 | 648,657 | ||||
| Peter Barrett |
24,205,930 | 583,857 | ||||
| Richard J. Hawkins |
22,770,130 | 2,019,657 | ||||
| Trevor M. Jones, Ph.D. |
24,140,750 | 649,037 | ||||
| Gregg A. Lapointe |
24,040,449 | 749,338 | ||||
| Ira D. Lawrence, M.D. |
24,130,630 | 659,157 | ||||
| Mark Lotter |
23,937,827 | 851,960 | ||||
Approval of the Amendment:
| Votes For |
Votes Against |
Abstentions | ||
| 36,119,692 |
3,578,610 | 141,096 |
The Amendment was filed with the Delaware Secretary of State on July 1, 2011 and is attached hereto as Exhibit 3 (i).1(2).
Approval of the Executive Compensation:
| Votes For |
Votes Against |
Abstentions | ||
| 23,779,306 |
922,341 | 88,140 |
Frequency of Advisory Voting on Executive Compensation:
| One Year |
Two Years |
Three Years |
Abstentions | |||
| 13,906,839 |
293,601 | 10,491,035 | 98,132 |
Ratification of Appointment of Independent Registered Public Accounting Firm:
| Votes For |
Votes Against |
Abstentions | ||
| 39,265,148 |
525,620 | 48,630 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3(i).1(2) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SciClone Pharmaceuticals, Inc., as filed with the Delaware Secretary of State on July 1, 2011. | |
| 10.38 | Executive Incentive Plan. | |
SIGNATURE
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: July 6, 2011 | SCICLONE PHARMACEUTICALS, INC. | |||||
| By: | /s/ Gary S. Titus | |||||
| Gary S. Titus | ||||||
| Chief Financial Officer and Senior Vice President, Finance | ||||||
Exhibit 3(i).1(2)
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
SCICLONE PHARMACEUTICALS, INC.
SciClone Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows:
1. ARTICLE FOURTH, Section A, of the Corporation’s Amended and Restated Certificate of Incorporation presently reads as follows:
“A. The Corporation is authorized to issue two classes of stock to be designated respectively “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is eight-five million (85,000,000) shares. Seventy-five million (75,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Ten million (10,000,000) shares shall be Preferred Stock, each having a par value of one tenth of one cent ($0.001).”
and is hereby amended and restated in its entirety to read as follows:
“A. The Corporation is authorized to issue two classes of stock to be designated respectively “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is one hundred and ten million (110,000,000) shares. One hundred million (100,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Ten million (10,000,000) shares shall be Preferred Stock, each having a par value of one tenth of one cent ($0.001).”
2. The foregoing amendment has been duly approved by the Board of Directors of the Corporation in accordance with the provisions of Section 141 and 242 of the DGCL.
3. The foregoing amendment has been duly approved by the written consent of the stockholders in accordance with Sections 228 and 242 of the DGCL and the Corporation’s Amended and Restated Certificate of Incorporation.
4. The foregoing amendment shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be signed by Friedhelm Blobel, Ph.D., President and Chief Executive Officer, this 30th day of June, 2011.
| SciClone Pharmaceuticals, Inc. | ||
| By: /s/ Friedhelm Blobel. | ||
| Name: Friedhelm Blobel, Ph.D. | ||
| Title: President and Chief Executive Officer | ||
Exhibit 10.38
EXECUTIVE INCENTIVE PLAN
The Company maintains an executive incentive plan (the “Plan”) that is a cash incentive program designed to motivate participants to achieve the Company’s overall corporate goals and their individual employee objectives, and to reward them for their achievements when those objectives are met. All of the Company’s executive officers are eligible to participate in the Plan. The annual cash incentive targets are determined as a percentage of the cash compensation for each of the executive officers and generally range from 30% to 50% of annual base salary.
During the first quarter of each fiscal year the Compensation Committee, in conjunction with the Board of Directors (the “Board”), determines the Company’s overall corporate objectives and gives relative weights to the value of each of the Company’s goal. These overall Company objectives also serve as the individual objectives for the CEO and therefore no separate individual goals are established for the CEO. In addition to these corporate objectives, the CEO, in consultation with the Compensation Committee, sets individual goals for each of the executive officers against which their performance is evaluated. Generally, the objectives and goals of the executive officers specifically relate to the achievement of the Company’s corporate objectives with financial objectives being determined in accordance with the Company’s annual operating budget.
The actual cash incentive award earned by an executive is determined by the Compensation Committee’s discretionary judgment, or in the case of the CEO the discretionary judgment of the non-management members of the Board. However, in order for any cash incentive award to be paid under the Plan, there must be at least partial attainment by the executive against the goals, but, unless specified in the particular goal, no specific percentage is required for the Compensation Committee to determine whether to award a bonus.
In making its determination, the Compensation Committee considers the relative attainment of the Company’s overall corporate performance objectives, the relative attainment of individual executive performance objectives and the individual’s performance in relation to targeted overall compensation. In addition, while the Compensation Committee’s decisions are focused primarily upon the achievement against the specific delineated goals, it does consider the overall assessment of the Company’s performance and the individual’s role therein. Actual payments under the Plan could exceed the percentage targets based upon the Compensation Committee’s judgment of performance against goals and overall performance.
The payment of bonuses under the Plan is discretionary. The judgments of the Compensation Committee are subjective and discretionary and thus there are no set formulas for determining the amount of a bonus to be awarded in the case of over or under achievement relative to a targeted goal, unless specifically stated in the particular goal. In this regard, the goals determined for each executive at the beginning of the year may be adjusted, at the discretion of the Compensation Committee, to reflect changes in key assumptions or external factors impacting the Company. The Compensation Committee retains absolute discretion as to whether to award any bonus and as to the amount of any bonus.