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): December 12, 2011
Achillion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (203) 624-7000
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Executive Officer Compensation, Bonuses and Equity Grants
On December 12, 2011, the Compensation Committee of the Board of Directors (the Compensation Committee) of Achillion Pharmaceuticals, Inc. (the Company) authorized the payment of annual bonus awards to the Companys principal executive officer, principal financial officer and other Named Executive Officers (as defined in Item 402(a)(3) of Regulation S-K) for work performed by each such officer during the year ended December 31, 2011 (the 2011 Bonus Award) and approved annual base salaries to be effective as of January 1, 2012. Bonus awards for each officer are based on the Companys overall performance in the fiscal year, as well as each officers individual performance as measured against pre-determined corporate and personal objectives. The target bonus amounts previously established by the Companys Board of Directors are 35% of the base salary for each vice president or senior vice president, 40% of the base salary for the president of research and development and 60% of the base salary for the Companys chief executive officer. Because clinical milestones related to the Companys protease inhibitors, which serve as the basis for measuring achievement of certain corporate objectives, are expected to be measurable in the near term, but were not measurable at the time the Compensation Committee approved the 2011 Bonus Awards, the Compensation Committee elected to make the 2011 Bonus Awards at approximately one-half their target levels. The Compensation Committee anticipates meeting in the first quarter of 2012 to assess whether the outstanding milestones have been achieved and, as such, whether the remaining proportion of the target bonus amounts will be awarded.
In addition to receiving bonus awards, each executive officer was granted an incentive stock option to purchase shares of the Companys common stock at a purchase price equal to $7.59 per share, representing the closing price of the Companys common stock on the Nasdaq Stock Market on the date of grant. Such options are subject to the provisions of the Companys 2006 Stock Incentive Plan (the Plan), vest over a period of four-years, and have a term of ten years. The following table sets forth the 2011 Bonus Awards and equity option awards and the 2012 annual base salary amounts for each such officer:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.