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): February 14, 2020

 

SUNESIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-51531

 

94-3295878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

395 Oyster Point Boulevard, Suite 400

South San Francisco, California

 

94080

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

SNSS

The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Item 5.02

Compensatory Arrangements of Certain Officers.


Adoption of 2020 Bonus Program

On February 14, 2020, the Compensation Committee of the Board, or the Committee, of Sunesis Pharmaceuticals, Inc., or Sunesis, approved the 2020 Bonus Program. The 2020 Bonus Program provides Sunesis executive officers and other eligible employees the opportunity to earn bonuses based on the level of achievement by Sunesis of certain corporate objectives, or the Corporate Objectives, and by each participant of certain individual objectives, or the Individual Objectives, from January 1, 2020 through December 31, 2020.

The Committee has approved the Corporate Objectives for 2020. The Committee will set the Individual Objectives of the executive officer participants based on the recommendations of the chief executive officer. The Individual Objectives of non-executive participants will be set by each participants immediate supervisor.  Each eligible participant in the 2020 Bonus Program may receive a bonus in an amount up to a specified percentage of such participants annual base salary earned in 2020, or the Bonus Targets; provided, that the Committee may, in its sole discretion, pay all or any portion of an earned bonus to any participant in shares of common stock granted under the 2011 Equity Incentive Plan. Under the 2020 Bonus Program, the Bonus Targets range from 30.0% to 55.0% of a participants 2020 base salary for vice president level employees and above. Bonus Targets for participants will be correspondingly adjusted downward in the event the Corporate Objectives are deemed by the Committee to have not been fully achieved. The Committee also has the right, in its sole discretion, to adjust the Bonus Target of any participant upward in the event of over-achievement of the Corporate Objectives as determined by the Committee. The Committee has set the Bonus Targets for each named executive officer as follows:

Named Executive Officer

 

Bonus
Target
Percentage

 

William P. Quinn
Chief Financial Officer and Senior Vice President, Finance and Corporate Development

 

 

35.0

%

Judith A. Fox
Chief Scientific Officer and Executive Vice President, Research & Development

 

 

40.0

%

 

 

 

 

 

Sunesis’ interim chief executive officer, Dayton Misfeldt, is not eligible to participate in the 2020 Bonus Program.

 

The Committee will determine the degree to which the Corporate Objectives have been met after considering any analyses and recommendations of management. Based on such determination, the Committee will adjust these Bonus Targets accordingly.

The Committee will also determine the level of achievement of the Individual Objectives by executive officer participants based on the recommendations of the chief executive officer. The level of achievement of Individual Objectives by non-executive participants will be determined by the Committee based on recommendations of an executive committee designated by the Committee.

There is no set formula for determining the bonus amount under the 2020 Bonus Program based on the achievement of the Corporate and Individual Objectives. Rather, the Committee will exercise its discretion in determining the bonus amount actually earned by each participant. Awards under the 2020 Bonus Program are expected to occur in the first quarter of 2021. A participant must remain an employee on the payment date under the 2020 Bonus Program to be eligible to earn a bonus.

The description of the 2020 Bonus Program contained herein does not purport to be complete and is qualified in its entirety by reference to the 2020 Bonus Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

 

 

Exhibit
No.

 

Description

 

 

10.1

 

Sunesis Pharmaceuticals, Inc. 2020 Bonus Program



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.

 

 

 

 

 

 

 

 

 

 

 

 

SUNESIS PHARMACEUTICALS, INC.

 

 

 

 

Dated: February 14, 2020

 

 

 

By:

 

/s/ William P. Quinn

 

 

 

 

 

 

William P. Quinn

 

 

 

 

 

 

Chief Financial Officer, Senior Vice President, Finance and Corporate Development

       

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