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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 18, 2007 (December 12, 2007)
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50743
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77-0602661 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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300 Third Street, Cambridge, MA
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02142 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (617) 551-8200
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2007, the Board of Directors (the Board) of Alnylam Pharmaceuticals, Inc.
(the Company) appointed Barry E. Greene as the Companys President and Chief Operating Officer.
Mr. Greene, age 44, has served as the Companys Chief Operating Officer since he joined the Company
in October 2003. Prior to joining the Company, Mr. Greene was General Manager of Oncology at
Millennium Pharmaceuticals, Inc. from February 2001 until September 2003. On account of Mr.
Greenes appointment, John M. Maraganore, Ph.D. will no longer serve as the Companys President.
Dr. Maraganore will continue to serve as the Companys Chief Executive Officer and principal
executive officer. As previously reported, Mr. Greene and the Company are parties to a letter
agreement regarding his employment, dated September 29, 2003, a copy of which was filed with the
SEC on February 27, 2004 as an exhibit to the Companys Registration Statement on Form S-1 (Reg.
No. 333-113162).
On December 12, 2007, the Compensation Committee of the Board approved increases in the base
salaries for each of the Companys named executive officers (as used in Instruction 4 to Item
5.02 of Form 8-K) for the 2008 fiscal year and awarded options to purchase shares of the Companys
common stock to the named executive officers (each, an Option Award). The following table sets
forth information regarding each of the named executive officers (i) 2007 base salary (for
comparison purposes only), (ii) 2008 base salary and (iii) Option Award:
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2007 Base |
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2008 Base |
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Option |
Executive Officer |
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Salary |
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Salary (1) |
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Award(2) |
John M. Maraganore, Ph.D.
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Chief Executive Officer
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415,000 |
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$ |
525,000 |
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150,600 |
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Barry E. Greene
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President and Chief
Operating Officer
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$ |
300,000 |
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$ |
350,000 |
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80,000 |
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Patricia L. Allen
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Vice President of
Finance and Treasurer
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$ |
210,746 |
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$ |
227,830 |
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32,625 |
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(1) |
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Base salary increases are effective as of January 1, 2008. |
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(2) |
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Option Awards were granted under the Companys 2004 Stock Incentive Plan and include
options granted in respect of the Companys Executive Stock Option Bonus Plan for 2007,
which is described in the Companys Current Report on Form 8-K filed with the SEC on March
27, 2007. The exercise price for each stock option is $31.39 per share, which was the last
reported sale price of the Companys common stock on the NASDAQ Global Market on December
12, 2007. The stock options will vest as to 25% of the shares on the first anniversary of
the date of grant and as to an additional 6.25% of the shares at the end of each successive
three-month period following the first anniversary of the date of grant until the fourth
anniversary of the date of grant. |
SIGNATURE
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.
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ALNYLAM PHARMACEUTICALS, INC.
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Date: December 18, 2007 |
By: |
/s/ John M. Maraganore
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John M. Maraganore |
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Chief Executive Officer |
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