Current Report Filing (8-k)
04 March 2014 - 9:22AM
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 3, 2014 (February 27, 2014)
ARCA biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-22873 |
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36-3855489 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
11080 CirclePoint Road, Suite 140, Westminster, CO 80020
(Address of Principal Executive Offices) (Zip Code)
(720) 940-2200
(Registrants Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
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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)) |
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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.
Bonuses, Base Salaries and Equity Grants
On February 27, 2014, the Compensation Committee (the Committee) of the Board of Directors of ARCA biopharma, Inc. (the
Company), approved cash bonuses (the Bonuses) for each of the executive officers of the Company in the amounts set forth below, payable on or around March 7, 2014. The Committee also approved the base
salaries for the Companys named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission), in each case as set forth below.
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Name and Title |
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2014 Cash Bonus |
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Base Salary |
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Michael R. Bristow
President and Chief Executive Officer |
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$ |
60,050 |
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$ |
281,139 |
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Patrick M. Wheeler
Chief Financial Officer |
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$ |
46,650 |
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$ |
268,975 |
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Christopher D. Ozeroff
Senior Vice President, General Counsel |
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$ |
35,200 |
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$ |
274,773 |
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The Committee determined the Bonuses are to be paid in recognition of the past efforts of each of the
executives. The new base salaries will become effective on March 1, 2014.
On February 27, 2014, the Compensation Committee also
approved the following stock option (Options) and restricted stock unit (RSUs) grants to the below executive officers pursuant to the Companys 2013 Equity Incentive Plan and the forms of Stock Option Grant Notice,
Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for officers, as filed with the Securities and Exchange Commission as exhibits to the Companys Current Report on Form 8-K on September 23,
2013:
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Name |
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Options Granted (1) |
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RSUs Granted (2) |
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Michael Bristow
President and Chief Executive Officer |
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51,500 |
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56,700 |
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Christopher Ozeroff
Senior Vice President, General Counsel & Secretary |
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10,500 |
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34,200 |
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Patrick Wheeler
Chief Financial Officer |
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20,500 |
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34,200 |
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(1) |
Vests in 48 equal monthly installments measured from February 27, 2014 |
(2) |
Vests in 4 equal annual installments measured from February 27, 2014 |
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.
Dated: March 3, 2014
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ARCA biopharma, Inc.
(Registrant) |
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By: |
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/s/ Patrick M. Wheeler |
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Name: Patrick M. Wheeler |
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Title: Chief Financial Officer |
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