UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 31, 2013
CymaBay Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-55021 | 94-3103561 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3876 Bay Center Place
Hayward Ca 94545
(Address of principal executive offices)
(510) 293-8800
(Registrant’s telephone number, including area code)
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):
| ¨ | 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.
Compensation Matters
On October 31, 2013, the Compensation Committee of the Board of Directors of CymaBay Therapeutics, Inc. took the following compensation actions with respect to CymaBay’s chief executive officer and other “named executive officers” as defined in Rule 402 of SEC Regulation S-K (collectively, the “Officers”):
Option Grants
Approved stock option grants under CymaBay’s 2013 Equity Incentive Plan to the following Officers:
| Executive Officer | Title | Shares subject to Option | ||
| Harold Van Wart |
President and Chief Executive Officer | 207,724 | ||
| Charles McWherter |
Senior Vice President, Research and Preclinical Development | 62,430 |
The options vests over a four-year period, with one-third of the shares subject to the option vesting on the grant date of October 31, 2013, and the remaining 2/3 of the shares subject to the option vesting ratably on a monthly basis over the following forty-eight (48) months.
2014 Target Bonuses
Approved the 2014 target cash bonuses for the Officers based on CymaBay’s performance as against targets to be established by the Compensation Committee, as follows:
| Executive Officer | Title | % of Salary | ||
| Harold Van Wart |
President and Chief Executive Officer | 50% | ||
| Charles McWherter |
Senior Vice President, Research and Preclinical Development | 35% |
2014 Salaries
Approved the 2014 salaries for the Officers, to be effective October 16, 2013, as follows:
| Executive Officer | Title | 2014 Salary | ||
| Harold Van Wart |
President and Chief Executive Officer | $500,000 | ||
| Charles McWherter |
Senior Vice President, Research and Preclinical Development | $343,000 |
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.
| CymaBay Therapeutics, Inc. | ||
| By: | /s/ Harold Van Wart | |
| Name: | Harold Van Wart | |
| Title: | Chief Executive Officer | |
Dated: November 5, 2013