SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2021
|(Exact name of registrant as specified in its charter)|
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1851 Harbor Bay Parkway
Alameda, California 94502
(Address of principal executive offices) (Zip Code)
(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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock $.001 Par Value per Share||EXEL||The 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 company ☐
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 February 3, 2021, the Compensation Committee of the Board of Directors of Exelixis, Inc. (“Exelixis”) approved cash bonus payments for certain of Exelixis named executive officers (as defined under applicable securities laws) (together the “Executive Officers”) 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 Executive Officers, the amount of which is based on a pre-set target percentage of the Executive Officer’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 each Executive Officer, 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, and, as applicable, an assessment of each Executive Officer’s individual performance.
In accordance with the terms of the ABP and giving consideration to: Exelixis’ overall performance during 2020, the leadership and achievements of each Executive Officer during 2020, and challenges posed by changing market conditions and the COVID-19 pandemic during 2020, which each rendered certain of the previously established corporate performance goals impossible or impractical to achieve, the annual cash bonus payments to Executive Officers were approved as follows: Gisela M. Schwab, M.D. ($648,222), Christopher J. Senner ($406,610), Jeffrey J. Hessekiel, J.D. ($330,819) and Peter Lamb Ph.D. ($309,679).
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.
|February 5, 2021|
/s/ JEFFREY J. HESSEKIEL
|Date||Jeffrey J. Hessekiel|
|Executive Vice President and General Counsel|