UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): February 17, 2005
Biogen Idec Inc.
| Delaware | 0-19311 | 33-0112644 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 14 Cambridge Center, Cambridge, Massachusetts | 02142 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 679-2000
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):
| 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)) | |||
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| SIGNATURES | ||||||||
Item 1.01 Entry into a Material Definitive Agreement
2005 Base Salary and 2004 Cash Bonuses
On February 17, 2005, the Registrant’s Board of Directors, upon recommendation of the Registrant’s Compensation and Management Development Committee (the “Compensation Committee”), approved the 2005 annual base salaries and 2004 cash bonuses of the Registrant’s Executive Chairman and Chief Executive Officer. Also on February 17, 2005, the Compensation Committee approved the 2005 annual base salaries and 2004 cash bonuses of the Registrant’s other executive officers. The following table sets forth the annual base salary levels of the Registrant’s executive officers for 2005 and 2004 as well as the 2004 cash bonuses for each executive officer:
| Name and Position | 2004 Base Salary ($) | 2005 Base Salary ($) | 2004 Bonus ($) | |||
William H. Rastetter,
Ph.D., Executive
Chairman |
950,000 | 1,000,000 | 1,345,200 | |||
James C. Mullen,
Chief Executive
Officer and President |
950,000 | 1,000,000 | 1,345,200 | |||
Burt A. Adelman,
M.D., Executive Vice
President,
Development |
430,000 | 455,800 | 288,960 | |||
Thomas J. Bucknum,
Esq., Executive Vice
President, General
Counsel and Secretary |
375,000 | 412,500 | 220,950 | |||
John M. Dunn, Esq.,
Executive Vice
President, New
Ventures |
344,400 | 358,200 | 206,640 | |||
Michael Gilman,
Ph.D., Executive Vice
President, Research |
335,000 | 355,000 | 201,000 | |||
Peter N. Kellogg,
Executive Vice
President, Finance
and Chief Financial
Officer |
475,000 | 532,000 | 327,750 | |||
Connie L. Matsui,
Executive Vice
President, Corporate
Strategy and
Communication |
315,600 | 325,000 | 189,360 | |||
Craig E. Schneier,
Ph.D., Executive Vice
President, Human
Resources |
375,000 | 401,250 | 258,750 | |||
Mark C. Wiggins,
Executive Vice
President, Business
Development |
315,000 | 330,750 | 189,000 |
The 2005 base salary and 2004 cash bonuses of Dr. Rastetter and Mr. Mullen are consistent with the terms of their employment agreements with the Registrant. In March 2004, the Compensation Committee approved the corporate performance goals applicable to all of the Registrant’s executive officers and other employees eligible to receive cash bonuses. The Compensation Committee also approved the individual performance goals of the Registrant’s executive officers in March 2004 and the bonuses are consistent with the pre-established corporate and individual performance goals. The bonuses of Dr. Rastetter and Mr. Mullen were paid under the Registrant’s 2003 Performance-Based Management Incentive Plan, or the MIP, which was approved by the Registrant’s stockholders in November 2003.
2005 Performance Goals
On February 17, 2005, Registrant’s Board of Directors, upon recommendation of the Compensation Committee, approved the 2005 corporate performance goals applicable to all of the Registrant’s executive officers and other employees eligible to receive cash bonuses. The Registrant’s Board of Directors also approved the individual performance goals and bonus targets of Dr. Rastetter and Mr. Mullen. Also on February 17, 2005, the Compensation Committee approved the individual performance goals and bonus targets of the Registrant’s other executive officers.
The 2005 bonus targets of Dr. Rastetter and Mr. Mullen are consistent with the terms of their employment agreements. The 2005 bonuses payable to Dr. Rastetter and Mr. Mullen will be made under the MIP. Actual 2005 bonuses will be determined by the Board of Directors, upon the recommendation of the Compensation Committee, with respect to Dr. Rastetter and Mr. Mullen, and by the Compensation Committee with respect to the Registrant’s other executive officers. Bonuses will be based on a formula that takes into account:
| • | Corporate performance goals, including revenue and EPS growth, performance of marketed products, milestones for products in the stages of research and development, manufacturing capacity and capability, and organizational matters; and | |||
| • | Individual performance goals. | |||
Different multipliers are applied to each of the corporate performance goals and the individual performance goals are weighted by significance. Payment of 2005 cash bonuses, if any, is expected to be made in February 2006.
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.
| Biogen Idec Inc. | ||||
| By: | /s/ Anne Marie Cook | |||
| Anne Marie Cook Vice President, Chief Corporate Counsel |
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Date: February 24, 2005 |
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