- Current report filing (8-K)
December 21 2010 - 6:01AM
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): December 15, 2010
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-33734
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94-3200380
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4939 Directors Place
San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(858) 652-6500
Not applicable.
(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 obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
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2011 Base Salaries
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On December 15, 2010, the Board approved, on the Compensation Committees recommendation,
base salaries for our named executive officers. The following table sets forth the 2011 base
salary with respect to each named executive officer.
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Name
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2011 Base Salary
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Barry D. Quart, Pharm. D. Chief Executive Officer
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$
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500,000
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Stephen R. Davis Executive Vice President, Chief Operating Officer
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$
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375,000
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Kimberly J. Manhard Senior Vice President, Regulatory Affairs & Development Operations
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$
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313,000
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John W. Beck Senior Vice President, Finance & Operations, Chief Financial Officer
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$
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309,900
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Incentive Cash Bonuses
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Our Board of Directors annually establishes targeted corporate goals, including research and
development, business development and financial goals, for the ensuing fiscal year. The
Compensation Committee also establishes individual goals each year for executive officers.
In connection with these goals, the Compensation Committee and the Board establish maximum
incentive cash bonus amounts for each named executive officer in the event that all corporate
and, in the case of each named executive officer other than our Chief Executive Officer and
our Chief Operating Officer, individual goals are achieved. Incentive cash bonuses for our
Chief Executive Officer and Chief Operating Officer are based entirely on the achievement of
corporate goals. Incentive cash bonuses for each other executive officer are based 75% on
the achievement of corporate goals and 25% on the achievement of individual goals. Actual
incentive cash bonuses paid are solely at the discretion of the Compensation Committee and
the Board, may be higher or lower than the established target and are based on subjective
overall determination of our performance relative to the corporate and, as applicable,
individual goals achieved. Based on that determination, on December 15, 2010, the Board
approved, on the Compensation Committees recommendation 2010 incentive cash bonuses to each
named executive officer as set forth below:
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Name
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2010 Bonus
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Barry D. Quart, Pharm. D. Chief Executive Officer
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$
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230,000
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Stephen R. Davis Executive Vice President, Chief Operating Officer
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$
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103,600
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Kimberly J. Manhard Senior Vice President, Regulatory Affairs & Development Operations
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$
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110,600
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John W. Beck Senior Vice President, Finance & Operations, Chief Financial Officer
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$
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97,800
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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 thereunto duly authorized.
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ARDEA BIOSCIENCES, INC.
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Date: December 20, 2010
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/s/ CHRISTIAN WAAGE
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Christian Waage
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General Counsel
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