VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 2, 2016, Vertex announced several changes to
our>senior leadership team that are designed to provide
long-term stability and leadership through the continued growth
and expansion of Vertexs business. Principal among these changes
is the extension of our CEOs contract. The changes also include
the creation of new roles that reflect the advancement and
increased complexity of our business.
(c) Appointment of Certain Officers
Effective January 1, 2017
, we have appointed Ian F. Smith
Chief Operating Officer and Chief Financial Officer and Michael
Parini our EVP Chief Legal and Administrative Officer. Additional
information regarding Mr. Smith
and Mr. Parini
is included in
Item 1 of our Annual Report on Form 10-K, filed with the SEC
February 16, 2016
and incorporated herein by reference.
(e) Compensatory Arrangements with Named Executive Officer
On November 30, 2016
, we amended and restated our employment
agreement with our Chairman, President and Chief Executive
Officer, Dr. Jeffrey M. Leiden
. The amended and restated
agreement replaces our employment agreement with Dr. Leiden
which was originally entered into in December 2011
amended in December 2014
. to the amended and restated employment
The term of Dr. Leidens employment agreement (which was
previously scheduled to expire on December 31, 2017) was
extended through March 31, 2020.
Dr. Leidens annual base salary, target bonus and equity
compensation program remained the same.
His benefits upon a termination by us without cause or by
for good reason were adjusted as follows:
Dr. Leidens cash severance benefit was reduced from 200% of
the sum of his base salary and target bonus to 50% of the
sum of his base salary and target bonus; and
For stock options granted starting in 2014 and restricted
stock awards/restricted stock awards granted starting in
2015, in lieu of the 18 months of acceleration/continued
vesting he would receive partial vesting of such awards in
a percentage based on his years of service as an employee
and/or non-employee director. This percentage would
initially be 70% and would increase by 10% for each full
year of service to the company. In addition, his stock
options granted starting in 2014, would each remain
outstanding for its original ten-year term.
> The other material terms of Dr. Leidens employment agreement
were not amended.
The foregoing summary of the amended and restated agreement is
qualified in its entirety by the full text of the amended and
restated agreement, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
In connection with the foregoing appointments, Mr. Smiths base
salary was increased to $850,000
and his target bonus was
increased to 75% of his annual base salary and Mr. Parinis
salary was increased to $675,000
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of Document
Amended and Restated Employment Agreement, dated November
30, 2016, by and between Vertex Pharmaceuticals
and Jeffrey M. Leiden
, M.D., Ph.D
About VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX)
Vertex Pharmaceuticals Incorporated is engaged in the business of discovering, developing, manufacturing and commercializing medicines for serious diseases. The Company operates in pharmaceuticals segment. Its business is focused on developing and commercializing therapies for the treatment of cystic fibrosis (CF) and advancing its research and development programs in other indications. Its marketed medicines are ORKAMBI and KALYDECO, which are approved to treat patients with CF having specific mutations in their CF transmembrane conductance regulator (CFTR) gene. It has multiple development programs in the field of CF, including VX-661, VX-371, and VX-152 and VX-440. It is engaged in various other research and mid- and early-stage development programs, such as programs in the areas of oncology, pain and neurology. Its oncology drug candidates include VX-970, VX-803 and VX-984; pain drug candidates include VX-150 and VX-241, and acute spinal cord injury drug candidate include VX-210. VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) Recent Trading Information
VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) closed its last trading session 00.00 at 77.82 with 2,662,560 shares trading hands.
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