-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbRciEYjLDwNL+1rCC59qVld4tlHC31F4l8QE6gNGpQnJBU4QJmmBh+uoYLBSYoH nTqj7/kaN9xlzYUH4AvuJA== 0001181431-09-029447.txt : 20090608 0001181431-09-029447.hdr.sgml : 20090608 20090608154558 ACCESSION NUMBER: 0001181431-09-029447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090602 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090608 DATE AS OF CHANGE: 20090608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYRIAD GENETICS INC CENTRAL INDEX KEY: 0000899923 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 870494517 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26642 FILM NUMBER: 09879690 BUSINESS ADDRESS: STREET 1: 320 WAKARA WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 MAIL ADDRESS: STREET 1: 320 WAKARA WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 8-K 1 rrd245336.htm JUNE 2, 2009 PERFORMANCE PLAN Prepared By R.R. Donnelley Financial -- Form 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):  06/02/2009
 
Myriad Genetics, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-26642
 
Delaware
  
87-0494517
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
320 Wakara Way
Salt Lake City, Utah 84108
(Address of principal executive offices, including zip code)
 
801-584-3600
(Registrant’s telephone number, including area code)
 
(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
 
(e) On June 2, 2009 the Compensation Committee of the Board of Directors of Myriad Genetics, Inc. (Company) implemented an annual management performance - incentive bonus program to establish annual performance objectives for Company executives, including named executive officers, to align their performance with Company goals and objectives.

The program is attached hereto and is being filed pursuant to this Item 5.02 as Exhibit 10.1 to this Current Report on Form 8-K.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)        The following exhibit is filed with this report:

Exhibit                         

Number                Description

10.1        Myriad Genetics, Inc. Management Performance - Incentive Bonus Program Fiscal Year 2010

 

 

Signature(s)
 
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.
 
     
 
Myriad Genetics, Inc.
 
 
Date: June 08, 2009
     
By:
 
/s/    Peter D. Meldrum

               
Peter D. Meldrum
               
President and Chief Executive Officer
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-10.1
  
EX-10.1 2 rrd245336_28642.htm Myriad Genetics, Inc

Exhibit 10.1

Myriad Genetics, Inc.

Management Performance - Incentive Bonus Program

Fiscal Year 2010

The Compensation Committee of the Board of Directors of Myriad Genetics, Inc. has implemented an annual management performance - incentive bonus program for the purpose of establishing annual performance objectives for our executives, including our named executive officers, to align their performance with the overall goals and objectives for Myriad. This process commences in the fourth quarter of each fiscal year as each executive meets with our President and CEO to discuss (i) pre-determined financial targets related to the Company's operations and (ii) management business objectives (collectively "Performance Goals") for the ensuing fiscal year. After review and discussion, our President and CEO finalizes each executive's Performance Goals for the ensuing fiscal year. Similarly, our President and CEO meets with the Compensation Committee at the end of each fiscal year to propose his Performance Goals for the ensuing fiscal year which, after review and discussion, are finalized by the Compe nsation Committee. All executive Performance Goals are then reported to the independent members of the Board of Directors.

At the end of the ensuing fiscal year, each executive's performance for the fiscal year is reviewed, including an assessment by management and the Compensation Committee of the achievement of these Performance Goals. As a part of this review, we assess the degree of achievement of each of the financial targets related to the Company's operations, each executive officer's performance in each of the areas in which individual management business objectives were established, the financial performance of Myriad in the areas of responsibility of the executive officer, the overall financial performance of Myriad, and other significant accomplishments and contributions of the executive officer. At this time, our President and CEO recommends an incentive cash bonus amount and salary adjustment for each executive officer, other than himself, for the ensuing fiscal year. The Compensation Committee, after further review and discussion with our President and CEO, then determines the annual cash bonus and base salary amount for each executive officer for the ensuing fiscal year. The Compensation Committee reports all of its determinations regarding executive officer compensation to the independent members of the Board.

In the case of our President and CEO, the Compensation Committee makes its review of the degree of achievement of each of the financial targets related to the Company's operations, the President and CEO's performance in each of the areas in which individual management business objectives were established, the overall financial performance of Myriad, and other significant accomplishments and contributions of our President and CEO. The Compensation Committee then determines an annual incentive cash bonus amount and adjustments, if any, to the base salary amount for our President and CEO without any compensation recommendations or input from our President and CEO, who is not present in any meetings of the Compensation Committee where his compensation is reviewed and discussed. The Compensation Committee reports all of its determinations regarding the compensation of our President and CEO to the independent members of the Board.

The actual bonus amount for each executive officer is awarded each year in the discretion of the Compensation Committee based on the following formula:

Annual base salary of the executive officer times (a) the executive officer's pre-determined bonus target percentage, as adjusted by the Compensation Committee based on Company performance by a factor of 50% to 130%, and times (b) the executive officer's Performance Goals score (up to 100% - based on degree of accomplishment of Performance Goals as determined by the Compensation Committee).

We also review and determine if there are any significant differences in the annual bonus of an executive officer compared to similar positions with the comparable companies in our industry as represented in the compensation data we utilize. We change annual cash bonuses if we deem such an adjustment is warranted based on differences in comparable market data, significant accomplishments for the year, changes in the scope of responsibilities of the executive officer, or internal pay inequities.

Further information about our management performance - incentive bonus program and other aspects of our executive compensation program are set forth in the definitive proxy statement for our annual meeting of shareholders, which we have filed with the Securities and Exchange Commission (the "SEC"). A copy of the proxy statement is available on the Internet through the SEC's electronic data system called EDGAR at www.sec.gov or through the Investor Relations section of our website at www.myriad.com .

We reserve the right to modify the management performance program, and the key corporate performance factors and criteria under the program, at any time.

-----END PRIVACY-ENHANCED MESSAGE-----