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): June 1, 2016
NEKTAR THERAPEUTICS
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-24006 | 94-3134940 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
455 Mission Bay Boulevard South
San Francisco, California 94158
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (415) 482-5300
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 2, 2016, Nektar Therapeutics, a Delaware corporation (the “Company”), issued a press release announcing that it has promoted John Nicholson, Senior Vice President and Chief Financial Officer, to the position of Senior Vice President and Chief Operating Officer, and Gil M. Labrucherie, Senior Vice President and General Counsel, to the position of Senior Vice President and Chief Financial Officer, both effective June 1, 2016.
The full biography and other information of each of Mr. Nicholson and Mr. Labrucherie required by Item 5.02(c) of Form 8-K are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016 and the Company’s proxy statement on Schedule 14A for the 2016 annual meeting of stockholders filed with the SEC on April 29, 2016, and such biographies and information are incorporated by reference into this Item 5.02.
In connection with the promotions, the compensation committee (the “Compensation Committee”) of the board of directors of the Company approved an increase of Mr. Nicholson’s 2016 annual base salary from $582,800 to $612,000 and Mr. Labrucherie’s 2016 annual base salary from $565,600 to $594,000 and each to have an annual performance bonus target of at least 50% of his annual base salary. The actual amount of such performance bonus will range from 0% to 200% based on the Compensation Committee’s assessment of a combination of corporate and personal objectives. In addition, the Compensation Committee approved the issuance of a stock option to purchase up to 100,000 shares of common stock of the Company under the Company’s 2012 Equity Incentive Plan to each of Mr. Nicholson and Mr. Labrucherie.
A copy of the press release announcing these management promotions is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | Press release titled “Nektar Therapeutics Announces Executive Management Promotions” issued by Nektar Therapeutics on June 2, 2016. | |
SIGNATURES
Pursuant to the requirement 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.
| By: | /s/ Howard W. Robin | ||
| Howard W. Robin | |||
| President and Chief Executive Officer | |||
Date: June 2, 2016
|
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release titled “Nektar Therapeutics Announces Executive Management Promotions” issued by Nektar Therapeutics on June 2, 2016. | |
Exhibit 99.1
Nektar Therapeutics Announces Executive Management Promotions
John Nicholson named Senior Vice President & Chief Operating Officer of Nektar; Gil M. Labrucherie named Senior Vice President & Chief Financial Officer of Nektar
San Francisco, CA, June 2, 2016 – Nektar Therapeutics (NASDAQ: NKTR) announced today that John Nicholson has been named Senior Vice President & Chief Operating Officer and Gil M. Labrucherie has been named Senior Vice President & Chief Financial Officer of Nektar. Mr. Nicholson has served as the Chief Financial Officer of Nektar since 2007. Mr. Labrucherie has served as Senior Vice President, General Counsel and Secretary of Nektar since 2007.
“I am very pleased to announce these two well-deserved promotions on Nektar’s Executive Committee,” said Howard W. Robin, President & CEO of Nektar. “Both John and Gil have played an integral role in Nektar’s growth and development over the past eight years. John has a strong record of performance and financial leadership within Nektar and he brings over thirty years of experience in the pharmaceutical industry to the newly-created role of Senior Vice President & Chief Operating Officer at Nektar.”
“Gil has demonstrated exceptional business acumen and strong leadership skills during his tenure at Nektar and I am delighted that he will now bring his insight and expertise to the position of Senior Vice President & Chief Financial Officer,” Robin continued.
Mr. Nicholson, in the newly-created role of Senior Vice President & Chief Operating Officer, will be responsible for leading global business and corporate development, marketing, quality assurance, and Nektar project management for the company’s partnered programs and wholly-owned pipeline candidates.
Over the tenure of his career, Mr. Nicholson has held key senior leadership roles in the areas of operations, marketing, sales and corporate strategy. Prior to joining Nektar, Mr. Nicholson, served in a number of leadership roles at Bayer Schering Pharma AG, including Vice President, Corporate Development and Treasurer of Schering Berlin Inc., President of Schering Berlin Insurance Company, President of Bayer Pharma Chemicals Inc., and President of Schering Berlin Capital Corporation.
In his new role as Senior Vice President & Chief Financial Officer, Mr. Labrucherie will be responsible for leading the company’s finance and accounting teams, information technologies and services, logistics, and will continue to provide oversight for all legal functions, including intellectual property. Mr. Labrucherie has held several senior leadership positions with increasing responsibility at Nektar since 2005. Prior to joining Nektar, from October 2000 to September 2005, Mr. Labrucherie was Vice President of Corporate Development at E2open, Inc., where he was responsible for global corporate alliances and merger and acquisition activity. Prior to E2open, he was the Senior Director of Corporate Development at AltaVista Company, an Internet search company, where he was responsible for merger and acquisition transactions. Mr. Labrucherie began his career as an associate in the corporate practice of the law firm of Wilson Sonsini Goodrich & Rosati and Graham & James (DLA Piper Rudnick). Mr. Labrucherie received his J.D. from University of California Boalt Hall School of Law, where he was a member of the California Law Review and Order of the Coif, and received his B.A. from the University of California, Davis.
About Nektar Therapeutics
Nektar Therapeutics has a robust R&D pipeline and portfolio of approved partnered medicines in oncology, pain, immunology and other therapeutic areas. In the area of oncology, Nektar is developing NKTR-214, an immuno-stimulatory CD122-biased agonist, that is in Phase 1/2 clinical development for patients with solid tumors. ONZEALD™ (etirinotecan pegol), a long-acting topoisomerase I inhibitor, is being developed for patients with advanced breast cancer and brain metastases and is partnered with Daiichi Sankyo in Europe. In the area of pain, Nektar has an exclusive worldwide license agreement with AstraZeneca for MOVANTIK™ (naloxegol), the first FDA-approved once-daily oral peripherally-acting mu-opioid receptor antagonist (PAMORA) medication for the treatment of opioid-induced constipation (OIC), in adult patients with chronic, non-cancer pain. The product is also approved in the European Union as MOVENTIG® (naloxegol) and is indicated for adult patients with OIC who have had an inadequate response to laxatives. The AstraZeneca agreement also includes NKTR-119, an earlier stage development program that is a co-formulation of MOVANTIK and an opioid. NKTR-181, a wholly owned mu-opioid analgesic molecule for chronic pain conditions, is in Phase 3 development. In hemophilia, Nektar has a collaboration agreement with Baxalta for ADYNOVATE™ [Antihemophilic Factor (Recombinant)], a longer-acting PEGylated Factor VIII therapeutic approved in the U.S. and Japan for patients over 12 with hemophilia A. In anti-infectives, the company has two collaborations with Bayer Healthcare, Cipro Inhale in Phase 3 for non-cystic fibrosis bronchiectasis and Amikacin Inhale in Phase 3 for patients with Gram-negative pneumonia.
Nektar's technology has enabled nine approved products in the U.S. or Europe through partnerships with leading biopharmaceutical companies, including AstraZeneca's MOVANTIK™, Baxalta's ADYNOVATE™, UCB's Cimzia® for Crohn's disease and rheumatoid arthritis, Roche's PEGASYS® for hepatitis C and Amgen's Neulasta® for neutropenia.
Nektar is headquartered in San Francisco, California, with additional operations in Huntsville, Alabama and Hyderabad, India. Further information about the company and its drug development programs and capabilities may be found online at http://www.nektar.com.
MOVANTIK™ is a trademark and MOVENTIG® is a registered trademark of the AstraZeneca group of companies. ADYNOVATE™ is a trademark of Baxalta Inc.
Media Contacts:
Nektar Therapeutics:
Jennifer Ruddock
415-482-5585
Pure Communications:
Rachel Hutman
301-801-5540
rachel@purecommunicationsinc.com