- Current report filing (8-K)
March 24 2010 - 4:10PM
Edgar (US Regulatory)
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 19,
2010
INCYTE CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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0-27488
(Commission File Number)
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94-3136539
(I.R.S. Employer
Identification No.)
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Experimental Station
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Route 141 & Henry Clay Road
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Building E336
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Wilmington, DE
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19880
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(Address of principal
executive offices)
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(Zip Code)
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(302) 498-6700
(Registrants telephone number,
including area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligations 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))
Item 5.02 Departure
of
Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers.
(e)
2010 Incentive Compensation Plan
On March 19,
2010, the Board of Directors (the Board) of Incyte Corporation (the Company)
approved, on the recommendation of the Compensation Committee of the Board,
corporate objectives for 2010 relating to a cash bonus plan for the 2010 fiscal
year. The Companys 2010 incentive compensation plan is a discretionary
cash incentive award plan designed to align incentive awards for each
participants individual performance with the Companys corporate
objectives. Eligibility to participate in the plan and actual award
amounts are not guaranteed and are determined, in the case of the Companys
executive officers, at the discretion of the Compensation Committee of the
Board. Each of the Companys executive officers other than the President
and Chief Executive Officer (CEO) has a funding target under the plan of 50%
of his or her annual base salary for 2010, with the potential for actual awards
under the plan to either exceed or be less than the funding target depending
upon corporate performance, as well as the executive officers achievement of
certain individual goals that are predetermined by the CEO. The CEO has a
funding target under the plan of 75% of his annual base salary for 2010, with
the actual incentive award depending upon corporate performance.
Corporate
performance objectives for 2010 are based on achievement of drug discovery
objectives, representing 15% of the overall objectives, drug development
objectives, representing 62.5% of the overall objectives, commercial
objectives, representing 10% of the overall objectives, finance objectives,
representing 5% of the overall objectives, and business development objectives,
representing 7.5% of the overall objectives. Bonus opportunities for
certain objectives enable the payout of up to an additional 22.5 percentage
points. Threshold, target and outperform
achievement levels are defined for each corporate objective and, depending on
the achievement of those performance levels, a payout ranging from 0% to 150%
may be made for each objective.
2
SIGNATURE
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.
Dated: March 24,
2010
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INCYTE
CORPORATION
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By:
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/s/ Patricia A.
Schreck
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Patricia A.
Schreck
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Executive Vice
President and
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General Counsel
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3
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