(Address of principal executive offices) (Zip Code)
(i650)
i837-7000
(Registrant’s telephone number, including area code)
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):
i☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock $.001 Par Value per Share
iEXEL
iThe
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth companyi☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 4, 2021, the Compensation Committee
of the Board of Directors of Exelixis, Inc. (“Exelixis”) approved a cash bonus payment for Michael M. Morrissey, Ph.D., Exelixis’ President and Chief Executive Officer, pursuant to the Exelixis Annual Cash Bonus Program for Executives (the “ABP”).
The ABP provides for the payment of annual performance-based cash bonus awards to Dr. Morrissey, the amount of which is based on a pre-set target percentage of Dr. Morrissey’s annual base salary for the applicable ABP year. The Compensation Committee is responsible for establishing the bonus target percentages, as well as the relative percentage contributions of corporate performance and individual performance, if applicable. For Dr. Morrissey, the terms of the ABP provide that the amount of the cash bonus award for a calendar year depends upon Exelixis’ achievement of applicable corporate performance goals established by the Compensation
Committee for that year.
In accordance with the terms of the ABP and giving consideration to Exelixis’ overall performance during 2020 and challenges posed by changing market conditions and the COVID-19 pandemic during 2020, which challenges rendered certain of the previously established corporate performance goals impossible or impractical to fully achieve, the Compensation Committee approved an annual cash bonus payment of $1,281,596 for Dr. Morrissey.
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.