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 14, 2015
XENOPORT, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-51329 |
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94-3330837 |
(Commission File No.) |
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(IRS Employer Identification No.) |
3410 Central Expressway
Santa Clara, California 95051
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (408) 616-7200
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 Corporate Governance and Management
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.02(e) 2015 Salary Information for Named Executive Officers
On January 14, 2015, the board of directors (the Board) of XenoPort, Inc. (the Company) approved, upon the recommendation of the
compensation committee of the Board, annual salaries and target bonus percentages for 2015 for the Companys named executive officers (as defined under applicable securities laws). The 2015 compensation information for such named
executive officers is set forth on Exhibit 10.31 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02(e)
Amended and Restated Corporate Bonus Plan
On January 14, 2015, the Board approved, upon the recommendation of the compensation committee of
the Board, the amendment and restatement of the XenoPort, Inc. Corporate Bonus Plan (as amended, the Bonus Plan), to be effective as of January 1, 2015 for the 2015 performance period. The material terms of the Bonus Plan are
described in the Companys Proxy Statement for the 2014 Annual Meeting of Stockholders and filed with the SEC on April 22, 2014.
The purpose of
the amendment and restatement of the Bonus Plan is to better align the Bonus Plan with market standards and competitive peer group benchmarking, including by amending the Bonus Plan to:
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reduce, from 70% to 60%, the minimum performance threshold that the Company must meet with respect to its weighted corporate objectives for any bonus award payments to be made to employees for a performance period;
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change the weightings of the Company and individual performance components used for determining an actual bonus award amount for the Chief Executive Officer from 75% Company performance and 25% individual performance to
100% Company performance; |
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set the eligibility participation date to October 1 for new hires for a performance period; and |
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effect certain other employee eligibility requirements. |
The foregoing description of the changes to the Bonus
Plan is not intended to be complete and is qualified in its entirety by reference to the full text of the amended and restated Bonus Plan that is filed as Exhibit 10.28 to this Current Report on Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit |
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Description |
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10.28 |
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XenoPort, Inc. Corporate Bonus Plan, amended and restated effective January 1, 2015 |
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10.31 |
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2015 Executive Compensation Information |
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.
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XENOPORT, INC. |
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(Registrant) |
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Dated: January 16, 2015 |
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By: |
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/s/ William G. Harris |
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William G. Harris |
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Senior Vice President of Finance and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit |
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Description |
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10.28 |
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XenoPort, Inc. Corporate Bonus Plan, amended and restated effective January 1, 2015 |
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10.31 |
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2015 Executive Compensation Information |
EXHIBIT 10.28
XenoPort, Inc. Corporate Bonus Plan
Adopted January 30, 2007
Effective January 1, 2007
Amended and Restated, Effective June 1, 2012
Amended and Restated, Effective January 1, 2015
Plan Objectives
The objectives of the XenoPort,
Inc. Corporate Bonus Plan (the Plan) are to:
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provide eligible employees of XenoPort, Inc. (the Company) with incentives to achieve the highest level of individual and team performance and to meet or exceed specified goals, which
contribute to the overall success of the Company; |
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motivate participants to achieve both individual and Company objectives; and |
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enable the Company to attract and retain high-quality employees. |
Administration
The Plan will be administered by the Companys Board of Directors (the Board), the Compensation Committee of the Board (the
Compensation Committee) and the Chief Executive Officer, as applicable. The Compensation Committee generally sets a one-year performance period under the Plan to run from January 1 through December 31 (the
Plan Year). The Compensation Committee is responsible for approving any awards under the Plan for executive officers (as that term is defined in Section 16 of the Securities Exchange Act of 1934, as amended, the
Companys Executive Officers) and for recommending to the Board for approval any award under the Plan for the Chief Executive Officer. The Chief Executive Officer is responsible for approving any awards under the Plan
for employees who are not Executive Officers (i.e., positions below the level of Senior Vice President, the Companys Non-Executive Officer Employees) in accordance with the Companys approved annual budgets.
Eligibility
All Regular Employees (as defined
below) of the Company holding a position with the Company that is covered by this Plan, as determined by the Compensation Committee from time to time in its discretion, are eligible to participate in the Plan for each Plan Year; provided,
however, that, unless otherwise provided by the Compensation Committee, in order to receive an actual bonus award under the Plan, if any, for a Plan Year, an eligible employee (Participant) must:
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(i) |
be employed by the Company as a Regular Employee at the time actual bonus awards are paid out under the Plan for such Plan Year (and must not have given the Company notice, prior to such payout date, of his or her
intent to terminate employment with the Company), unless the terms of an applicable severance plan or severance agreement provide otherwise; provided, however, that the Compensation Committee (or the Board, with respect to the Chief Executive
Officer) will have the discretion to approve actual bonus awards under the Plan for any Participant whose employment with the Company terminates prior to such payout date due to the Participants death or Disability (as defined below);
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(ii) |
be employed by the Company as a Regular Employee by October 1 of such Plan Year and have completed at least three months of full-time, active employment with the Company during such Plan Year (active employment
excludes all time while the Participant is on any leave of absence) or have been deemed by the Compensation Committee to be eligible to participate in the Plan for such Plan Year; provided, however, that the Compensation Committee will have
the discretion to approve actual bonus awards under the Plan for part-time employees of the Company; and |
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(iii) |
not have been placed on a written performance improvement plan at any time during such Plan Year. |
Provided
that a Participant meets the eligibility requirements set forth above, (i) if a Participant has at least three, but less than 12, months of active employment with the Company during a Plan Year, the Participants actual bonus award may be
prorated based on the length of such employment during such Plan Year and (ii) if a Participant changes job grades during a Plan Year, the Participants actual bonus award may be based on the length of time employed in each grade and the
respective bonus targets that would apply to each grade. Any such determinations will be made by the Board, the Compensation Committee or the Chief Executive Officer, as applicable.
For purposes of the Plan, Regular Employee means a person (i) who is employed as
an employee by the Company on a scheduled basis and (ii) who is receiving compensation from the Company for services rendered as an employee. Notwithstanding anything herein to the contrary, the term Regular Employee shall not include:
(a) a person who has terminated employment with the Company; (b) a person who is receiving extended disability benefits under XenoPorts Long-Term Disability Plan; or (c) a person whose employment status is temporary, seasonal,
or otherwise inconsistent with regular employment status. Notwithstanding anything herein to the contrary, the term Regular Employee shall not include any person who is not so recorded on the payroll records of the Company, including any such person
who is subsequently reclassified by a court of law or regulatory body as a common law employee of the Company. Consistent with the foregoing and for purposes of clarification only, the term Regular Employee does not include any individual who
performs services for the Company as an independent contractor or under any other non-employee classification.
For purposes of the Plan,
Disability means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Internal Revenue Code of 1986, as amended, and will be determined by the
Board, the Compensation Committee or the Chief Executive Officer, as applicable, on the basis of such medical evidence as the Board, the Compensation Committee or the Chief Executive Officer, as applicable, deems warranted under the circumstances.
Target Bonus Awards
Target bonus awards
under the Plan are determined and communicated to eligible employees annually. The Chief Executive Officer determines target bonus awards for Non-Executive Officer Employees, and the Compensation Committee determines target bonus awards for all
Executive Officers, including the Chief Executive Officer, provided that the target bonus award for the Chief Executive Officer will be subject to approval by the Board. Target bonus awards may be modified from time to time.
Actual Bonus Awards
Actual bonus award payouts
under the Plan may range from 0 to 1.5 times the target bonus awards, based on individual and Company performance.
Following are the weightings of the
individual and Company performance components used for Participants in determining the actual bonus award amounts:
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Title |
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Weighting of Companys Performance |
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Weighting of
Individual
Performance |
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Chief Executive Officer |
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100 |
% |
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Executive Vice President |
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65 |
% |
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35 |
% |
Senior Vice President |
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50 |
% |
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50 |
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Vice President |
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50 |
% |
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50 |
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Executive Director/Senior Director/ Director/Associate Director |
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40 |
% |
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60 |
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Below Associate Director |
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25 |
% |
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75 |
% |
At the beginning of each Plan Year under the Plan, the criteria for assessing an individuals performance for such Plan
Year will be developed by the Company in consultation with the Participant (Individual Bonus Criteria). For the Chief Executive Officer, he or she will be assessed based on the Companys corporate performance for such
Plan Year, and there will be no additional Individual Bonus Criteria. For Executive Officers (other than the Chief Executive Officer), the Individual Bonus Criteria for such Participants must be approved by the Compensation Committee, in
consultation with the Chief Executive Officer. For Non-Executive Officer Employees, the Individual Bonus Criteria for such Participants must be approved by the respective functional area head or his or her designee.
After the end of each Plan Year, individual performance will be evaluated based on achievement of weighted goals and objectives as reflected in the
employees written performance objectives for such Plan Year. For Non-Executive Officer Employees, the Chief Executive Officer, in consultation with the respective functional area heads and Human Resources, will assess the extent to
which Individual Bonus Criteria have been met, identify any unplanned achievements that have been accomplished and approve an overall percentage of weighted goals achieved with respect to the
individual component of the Plan. For Executive Officers (other than the Chief Executive Officer), the Compensation Committee will assess, in consultation with the Chief Executive Officer, the extent to which Individual Bonus Criteria have been met,
identify any unplanned achievements that have been accomplished and approve an overall percentage of weighted goals achieved with respect to the individual component of the Plan.
At the beginning of each Plan Year under the Plan, the criteria for assessing the Companys corporate performance for such Plan Year will be:
(i) developed by the Chief Executive Officer in consultation with management; (ii) reviewed and approved by the Compensation Committee; and (iii) approved by the Board.
After the end of each Plan Year, the Compensation Committee will assess the extent to which corporate goals and objectives have been met, identify any
unplanned achievements that have been accomplished and recommend to the Board for approval an overall percentage of weighted goals achieved with respect to the corporate component of the Plan. This percentage of corporate goal achievement, together
with the percentage of achievement for the individual component, will be used to calculate actual bonus award payouts for Participants in the Plan for such Plan Year.
The Company must achieve at least 60% of the Companys weighted corporate objectives for a Plan Year in order for any actual bonus award payouts to occur
for such Plan Year. The Compensation Committee and the Board have discretion in determining whether such threshold has been achieved. Notwithstanding the foregoing, the Compensation Committee (or the Board, with respect to the Chief Executive
Officer), in its discretion, may determine to pay an actual bonus award under the Plan for a Plan Year even though certain Individual Bonus Criteria or corporate objectives are not met and regardless of whether such threshold has been achieved for
such Plan Year.
Payment
Any actual bonus
awards for a Plan Year will be paid to Participants (or a Participants estate in the event of death, if approved by the Compensation Committee or the Board, as applicable) by no later than March 15 of the calendar year following such Plan
Year and will be subject to applicable withholdings. Employees who have elected to participate in XenoPorts Employee Stock Purchase Plan will have the applicable funds withheld from their bonus payment, unless provided otherwise under the
terms of such Employee Stock Purchase Plan.
Other Provisions
The Board and the Compensation Committee reserve the right to interpret, modify, suspend or terminate this Plan at any time. Effective January 1, 2015,
this amended and restated Plan shall apply (retroactively as applicable) to all eligible Company employees for the full 2015 Plan Year.
No Participant
will have the right to alienate, assign, encumber, hypothecate or pledge his or her interest in any award under the Plan, voluntarily or involuntarily, and any attempt to so dispose of any such interest will be void.
Participants who engage in an activity that violates applicable local, state or federal laws, or who violate Company policies, may be subject to having their
awards reduced or eliminated in the sole discretion of the Compensation Committee, except in the case of the Chief Executive Officer where the Board shall make the final determination after considering the Compensation Committees
recommendation.
Neither this Plan nor any action taken hereunder shall be construed as giving any employee or Participant the right to be retained in the
employ of the Company. Employees of the Company are employed at will unless they have an agreement signed by the Chief Executive Officer or a member of the Board providing for other than at-will employment.
The provisions contained in this Plan set forth the entire understanding of the Company with respect to the Plan and supercede any and all prior
communications between the Company and any employee with respect to the Plan.
EXHIBIT 10.31
Named Executive Officer Compensation Information 2015 Salaries and Target Bonus Percentages
The table below provides information regarding the annual base salaries and target bonus percentages for the Companys named executive officers for the
2015 performance period:
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Named Executive Officer |
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2015 Annual Base Salary |
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2015 Target Bonus Percentage (1) |
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Ronald W. Barrett, PhD
Chief Executive Officer |
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$ |
517,500 |
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90 |
% |
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William G. Harris
Senior Vice President of Finance and Chief Financial Officer |
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$ |
391,679 |
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40 |
% |
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Vincent J. Angotti
Executive Vice President, Chief Operating Officer |
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$ |
454,574 |
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60 |
% |
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Gregory T. Bates, DVM
Senior Vice President of Regulatory Affairs and Quality |
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$ |
356,462 |
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40 |
% |
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Gianna M. Bosko
Senior Vice President, Chief Legal Officer and Secretary |
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$ |
375,422 |
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40 |
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(1) |
Represents a percentage of 2015 annual base salary pursuant to the terms and conditions of the XenoPort, Inc. Corporate Bonus Plan, as amended and restated effective January 1, 2015. |
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