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 10, 2008
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
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 4939 Directors Place |
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| San Diego, California
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92121 |
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Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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)
2009 Base Salaries and Bonus Targets
On December 10, 2008, the Compensation Committee of our Board of Directors (the “Compensation
Committee”) recommended, and our Board of Directors (the “Board”) approved, base salaries and
2009 bonus targets for our named executive officers. The following table sets forth the 2009
base salary and 2009 bonus target with respect to each named executive officer.
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| Name |
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2009 Base Salary* |
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2009 Bonus Target* |
Barry D. Quart, Pharm. D. – Chief Executive Officer |
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$ |
400,000 |
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50 |
% |
Christopher W. Krueger – Senior Vice President, Chief Business Officer |
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$ |
280,800 |
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35 |
% |
John W. Beck — Senior Vice President, Finance & Operations, Chief
Financial Officer |
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$ |
285,000 |
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35 |
% |
Kimberly J. Manhard – Senior Vice President, Regulatory Affairs &
Development Operations |
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$ |
282,500 |
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35 |
% |
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*2009 base salary and bonus targets for each of the named executive officers remain unchanged
from 2008. |
Incentive Cash Bonuses
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,
individual goals are achieved. Our Chief Executive Officer’s incentive cash bonus is 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 and25% 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 10, 2008, the Compensation Committee recommended and the Board
approved 2008 incentive cash bonuses to each named executive officer as set forth below:
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| Name |
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2008 Bonus |
Barry D. Quart, Pharm. D. – Chief Executive Officer |
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$ |
163,000 |
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Christopher W. Krueger – Senior Vice President, Chief Business Officer |
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$ |
71,200 |
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John W. Beck — Senior Vice President, Finance & Operations, Chief Financial Officer |
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$ |
50,800 |
(1) |
Kimberly J. Manhard – Senior Vice President, Regulatory Affairs & Development Operations |
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$ |
82,700 |
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Mr. Beck’s employment with the Company commenced on May 27, 2008, and his bonus was pro-rated
accordingly. |