KERX Keryx Biopharmaceuticals, Inc. (delisted)

 

 

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): March 10, 2015

 

 

Keryx Biopharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		000-30929		13-4087132
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

750 Lexington Avenue

New York, New York 10022

(Address of Principal Executive Offices)

(212) 531-5965

(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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act.

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

¨	Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On March 10, 2015, the Board of Directors (the “Board”) of Keryx Biopharmaceuticals, Inc. (“Keryx” or the “Company”) appointed Greg Madison, the Company’s President and Chief Operating Officer and incoming Chief Executive Officer, to the Board. Mr. Madison will serve as a director until his term expires at the 2015 annual meeting of stockholders, at which time he will stand for election by the Company’s stockholders. The Board announced Mr. Madison’s appointment via press release on March 10, 2015. A copy of the press release is being filed as Exhibit 99.1 and incorporated in this Item by reference.

(e)    On March 10, 2015, the Compensation Committee (the “Committee”) approved a new Employment Agreement for Greg Madison, Keryx’s current President and Chief Operating Officer, dated as of March 10, 2015 (the “Madison Employment Agreement”), pursuant to which Mr. Madison will assume the role of the Company’s Chief Executive Officer.

Under the Madison Employment Agreement, Mr. Madison’s base salary will be equal to $525,000 per year, subject to increases by the Committee at any time in its sole discretion. Mr. Madison’s base salary may be reduced only in connection with a proportionate reduction of compensation applicable to all other executive officers. Mr. Madison is also eligible to receive an annual discretionary bonus, not to exceed 60% of his base salary, if certain performance goals are met in the discretion of the Committee.

On the date that his appointment as Chief Executive Officer takes effect, Mr. Madison will be granted 550,000 shares of restricted Company common stock (the “Stock Grant”). The Stock Grant will vest upon the achievement of certain performance-based milestones, and is conditioned upon Mr. Madison’s continued employment.

Under the Madison Employment Agreement, Mr. Madison will be entitled to cash severance payments if the Company terminates his employment without cause (as defined in the Madison Employment Agreement) or if Mr. Madison resigns his employment for good reason (as defined in the Madison Employment Agreement).

 

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Item 9.01

Financial Statements And Exhibits.

 

(d)

Exhibits.

 

99.1	Press Release of Keryx Biopharmaceuticals, Inc., dated March 10, 2015.

 

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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.

 

				Keryx Biopharmaceuticals, Inc.
				(Registrant)
Date: March 10, 2015
				By:		/s/ James F. Oliviero
						James F. Oliviero
						Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
99.1		Press Release of Keryx Biopharmaceuticals, Inc., dated March 10, 2015.

 

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Exhibit 99.1

 

Keryx Biopharmaceuticals Announces Appointment of

Greg Madison to its Board of Directors

New York, NY – March 10, 2015 – Keryx Biopharmaceuticals, Inc. Nasdaq:KERX (the “Company”) today announced the appointment of Mr. Greg Madison, the Company’s President and Chief Operating Officer and incoming Chief Executive Officer, to its Board of Directors, effective March 10, 2015. With the addition of Mr. Madison to Keryx’s Board, the Company has increased the size of its Board to 8 members.

Michael P. Tarnok, Chairman of Keryx’s Board of Directors commented, “We believe that Greg will drive significant value for our Company as he takes over the helm in the coming weeks as CEO. As he continues to execute our vision of building a world-class specialty pharmaceutical company with a focus on delivering innovative therapeutics to patients with renal disease, it is a pleasure to welcome Greg to the board of Keryx.”

Mr. Madison joined Keryx in February 2014 and is currently the Company’s President and Chief Operating Officer, and will transition to the role of Chief Executive Officer by the end of May 2015. Mr. Madison has more than 20 years of experience in the US pharmaceutical industry. Mr. Madison previously served as Executive Vice President and Chief Commercial Officer of AMAG Pharmaceuticals (AMAG), where in 2013, he led the team to significant growth in net revenues. Prior to AMAG, Mr. Madison spent 12 years at Genzyme/Sanofi developing extensive commercial and general management expertise as he progressed into roles of increasing responsibilities and leadership, culminating in his most recent role as Vice President and General Manager of the Renal division. In this role, Mr. Madison led a global organization with three marketed products with combined revenues exceeding $1 billion. He holds a Bachelor of Business Administration in Finance from the University of Massachusetts, Amherst.

About Keryx Biopharmaceuticals, Inc.

Keryx Biopharmaceuticals, headquartered in New York, is focused on bringing innovative therapies to market for patients with renal disease. The Company launched its first FDA-approved product, Auryxia^™ (ferric citrate), in the United States in December 2014. In January 2014, ferric citrate was approved for the treatment of patients with all stages of CKD in Japan, where it is being marketed as Riona^® by Keryx’s Japanese partner, Japan Tobacco Inc. and Torii Pharmaceutical Co. Ltd. For more information about Keryx, please visit www.keryx.com.

KERYX CONTACT:

Amy Sullivan

Vice President, Corporate Development and Public Affairs

Tel: 617.466.3447

e-mail: amy.sullivan@keryx.com

 

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