e8vk
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): February 15, 2011
The Medicines Company
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
000-31191
|
|
04-3324394 |
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
|
|
|
8 Sylvan Way
Parsippany, New Jersey
|
|
07054 |
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (973) 290-6000
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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
2011 Base Salaries and 2010 Cash Bonuses
On February 15, 2011, the Compensation Committee of the Board of Directors of The Medicines Company
(the Company) established the following 2011 base salaries for the Companys named
executive officers, effective as of January 1, 2011, and awarded the following annual cash bonus
payments to the Companys named executive officers for 2010, which were paid in February 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Annual |
|
|
2011 Annual |
|
Cash Bonus |
Name and Title |
|
Base Salary |
|
Payments |
|
Clive A. Meanwell
Chief Executive Officer and President |
|
$ |
723,060 |
|
|
$ |
620,217 |
|
|
|
|
|
|
|
|
|
|
Glenn P. Sblendorio
Executive Vice President and Chief Financial Officer |
|
$ |
501,280 |
|
|
$ |
294,439 |
|
|
|
|
|
|
|
|
|
|
Paul M. Antinori
Senior Vice President and General Counsel |
|
$ |
400,440 |
|
|
$ |
169,283 |
|
|
|
|
|
|
|
|
|
|
William B. OConnor
Chief Accounting Officer |
|
$ |
307,260 |
|
|
$ |
140,292 |
|
The rationale and benchmarking for the named executive officers 2011 base salaries and the
method of calculation of the 2010 cash bonus payments to the Companys named executive officers
will be discussed in the Companys Proxy Statement to be filed in connection with its 2011 Annual
Meeting of Stockholders.
2011 Annual Cash Incentive Program
The Company has an annual cash incentive program, which is designed to provide cash bonus awards to
the Companys employees. On February 15, 2011, the Companys compensation committee recommended and
board of directors approved the following performance measures under the annual cash incentive
program for 2011:
|
|
|
minimum worldwide net revenue growth rate relative to 2010; |
|
|
|
|
minimum net operating profit growth rate relative to 2010; |
|
|
|
|
minimum of cash on the balance sheet as of December 31, 2011 (excluding any
transactions); |
|
|
|
|
to manage operating expenses within a certain range of the Companys budget; |
|
|
|
|
to create financial value from transactions that add assets to the Companys product
portfolio and/or improve cash flow; |
|
|
|
|
to achieve significant Phase 3 product progression; |
|
|
|
to achieve significant Phase 1-2 product progression; |
|
|
|
|
to increase our global market reach, including by adding new customers in Europe and
Asia; |
|
|
|
|
to increase market share for our marketed products; |
|
|
|
|
to improve employee engagement relative to 2010; |
|
|
|
|
to achieve a minimum operating profit per employee growth rate relative to 2010; and |
|
|
|
|
to revise and adopt compliance policies and procedures consistent with the organizations
new structures and ways of working and have no significant compliance issues in 2011. |
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.
|
|
|
|
|
|
THE MEDICINES COMPANY
|
|
Date: February 22, 2011 |
By: |
/s/ Paul M. Antinori
|
|
|
|
Name: |
Paul M. Antinori |
|
|
|
Title: |
Senior Vice President and General Counsel |
|
|