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): July 15, 2009
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| PENNSYLVANIA
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1-14131
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23-2472830 |
| (State or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(Zip Code) |
Registrant’s telephone number, including area code: (617) 494-0171
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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 13, 2009, the Compensation Committee of the Board of Directors (the “Committee”) of
Alkermes, Inc. (“Alkermes” or the “Company”) approved the Alkermes Fiscal Year 2010 Reporting
Officer Performance Pay Plan (the “Plan”) and established certain criteria for performance pay
awards that may be earned for the Company’s fiscal year 2010 (April 1, 2009 to March 31, 2010) by
the Company’s executive officers. The Company’s executive officers under the Plan are currently
Alkermes’ Chairman of the Board of Directors; President and Chief Executive Officer; Senior Vice
President, Chief Financial Officer and Treasurer; Senior Vice President, Corporate Development;
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer; Senior Vice
President, Research and Development and Chief Medical Officer; and Senior Vice President, Chief
Operating Officer (each a “Participant”). The performance awards will be paid based on the
achievement of Company objectives and individual performance of the Participants, as determined by
the Committee. The Committee set the following as Company objectives under the Plan for fiscal year
2010: successfully commercialize VIVITROL ®; build and enhance Alkermes’ proprietary
products; achieve financial performance against budget; and respond effectively to changing
business conditions (“Performance Objectives”). These Performance Objectives serve as the
performance objectives for each Participant. The Committee may modify the Performance Objectives at
any time during fiscal year 2010, including in response to changing business goals, needs and
operations. The performance awards will be paid within two and one-half months after the end of
the Company’s fiscal year 2010. The Plan is filed with this report as Exhibit 10.1 .
For each Participant, the Committee established a performance pay range and target as a percentage
of such Participant’s base salary based generally on comparable market data and historical pay
ranges and targets. The Committee set the range of the fiscal year 2010 performance pay award for
Richard F. Pops, the Company’s Chairman of the Board of Directors (the “Chairman”), and David A.
Broecker, the Company’s President and Chief Executive Officer (the “CEO”), at between 0% and 100%
of base salary, with a target performance pay award of 60% of base salary. The Committee set the
range of the fiscal year 2010 performance pay awards for Participants other than the Chairman and
the CEO at between 0% and 100% of base salary, with a target performance pay award of 50% of base
salary.
Also on July 13, 2009, the Committee set the range of equity compensation for fiscal year 2010 for
each of the Chairman and the CEO at 0 to 600,000 share units. The same weighting as is used under
Alkermes’ 2008 Stock Option and Incentive Plan (“2008 Plan”) for purposes of determining the number
of shares of common stock available for issuance under the 2008 Plan is to be used to determine the
number of share units awarded to the Chairman and CEO for purposes of this limitation. Under the
2008 Plan, each full value award, such as the grant of a unit of restricted stock, is counted as
two shares of common stock (or two share units) for each share of common stock actually subject to
the award and each grant of a stock option is counted as an award of one share of common stock (or
one share unit) for each share of common stock actually subject to the award.