8-KLeadership ChangesShareholder Matters

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Mar 24, 2014)

Filed March 24, 2014For Securities:ALNY

Summary

This 8-K filing by Alnylam Pharmaceuticals, Inc. on March 24, 2014, primarily announces the adoption of the 2014 Annual Incentive Program. This program outlines the structure for cash bonus awards for employees, including executive officers, based on the achievement of corporate and individual performance goals for the fiscal year 2014. The compensation committee will determine bonus payouts in December 2014, with awards expected to be paid in January 2015. The filing also provides important details regarding the company's 2014 Annual Meeting of Stockholders. The meeting is scheduled for September 25, 2014, with a record date of August 15, 2014. Due to a change in the meeting date, the company is informing stockholders of the updated deadlines for submitting proposals and director nominations to be included in the company's proxy materials, with specific deadlines of July 15, 2014, for proposals and between May 28 and June 27, 2014, for director nominations.

Key Highlights

  • 1Alnylam Pharmaceuticals adopted its 2014 Annual Incentive Program for cash bonuses.
  • 2Bonus awards are tied to the achievement of specified corporate and individual performance goals for 2014.
  • 3Executive officers' bonuses are solely based on corporate goal achievement.
  • 4The Corporate Performance Level ranges from 0% to 120%, with a threshold of 50% required for any bonuses to be paid.
  • 5Specific target award percentages of base salary are defined for various employee levels, with the CEO at 60%.
  • 6The 2014 Annual Meeting of Stockholders is scheduled for September 25, 2014.
  • 7Updated deadlines for shareholder proposals (July 15, 2014) and director nominations (May 28 - June 27, 2014) are provided due to the adjusted meeting date.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the adoption of Alnylam Pharmaceuticals' 2014 Annual Incentive Program, which details the structure and criteria for annual cash bonus awards for employees, including executive officers, and to provide updates on the timing and deadlines for the 2014 Annual Meeting of Stockholders.

For executive officers, bonus awards will be based entirely on the achievement of pre-defined corporate goals for 2014. The Corporate Performance Level, which can range from 0% to 120%, will influence the bonus pool, with a minimum threshold of 50% required for any bonuses to be paid.

The 2014 Annual Meeting of Stockholders is scheduled for September 25, 2014. The record date for determining eligible stockholders is August 15, 2014. Crucially, due to an advance in the meeting date, the deadline for stockholders to submit proposals for inclusion in proxy materials is July 15, 2014, and the window for director nominations is between May 28, 2014, and June 27, 2014.

The company's Compensation Committee plans to evaluate performance, establish the bonus pool, and determine the bonus awards in December 2014. Payouts for any awarded bonuses are expected to occur in January 2015.