- Current report filing (8-K)
October 01 2010 - 4:17PM
Edgar (US Regulatory)
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)
:
September 27
, 2010
AVI BioPharma, Inc.
(Exact name of registrant as specified in its charter)
Oregon
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001-14895
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93-0797222
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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3450 Monte Villa Parkway, Suite 101
Bothell, WA 98021
(Address of principal executive offices, including zip code)
(425) 354-5038
(Registrants telephone number, including area code)
(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 8.01
Other Events.
On
September 27, 2010, the Companys board of directors (the Board), upon
the recommendation of the compensation committee of the Board, approved and
adopted a Non-Employee Director Compensation Policy (the Policy). The Policy and the compensation committees
recommendation to adopt the same was based, in part, upon the results of a
review conducted by Frederic W. Cook and Co., Inc. (Cook), a
compensation consultant previously engaged by the compensation committee to
review the Companys compensation practices for non-employee members of the
Board and to compare such practices to the compensation practices of comparable
companies. Under the Policy,
non-employee directors of the Company will receive compensation in the form of
equity and cash. A summary of the
material terms of the Policy is as follows:
Equity Compensation
Upon
joining the Board, each non-employee director will receive an option to
purchase 60,000 shares (the Initial Award) of the Companys common
stock. The term of the Initial Award
will be ten years and the exercise price will be determined in accordance with
the Companys 2002 Equity Incentive Plan (the Plan) on the date of the grant.
The shares underlying the Initial Award will vest ratably over four years of
continued service to the Board, with 25% of the total amount shares underlying
the Initial Award vesting each year on the earlier of (i) the anniversary
date of the grant and (ii) the date of the annual meeting of the Companys
shareholders in the year following the date of grant.
On
the date of the first meeting of the Board held after the annual meeting of the
Companys shareholders, each non-employee director who has served on the Board
for at least six months prior to such date will be automatically granted an
option to purchase 30,000 shares (the Annual Option Award) of the Companys
common stock and a restricted stock award for 5,000 shares (the Annual Stock
Grant) of the Companys common stock.
The term of the Annual Option Award will be ten years and the exercise
price will be determined in accordance with the Plan on the date of the grant.
All of the shares underlying each of the Annual Option Award and the Annual
Stock Grant will vest on the earlier of (i) the anniversary date of the
grant and (ii) the date of the annual meeting of the Companys
shareholders in the year following the date of grant, provided that the
non-employee director continues to serve as a director through such date.
Cash Compensation
Each
non-employee director will receive an annual cash fee of $35,000 for serving on
the Board (the Annual Fee). In
addition to the Annual Fee, if a non-employee director serves as chairperson of
the Board, such non-employee director will be entitled to an additional annual
cash fee of $45,000 (the Chairperson Fee).
The
chairpersons and members of the Boards three standing committees will be
entitled to the following annual cash fees:
Board Committee
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Chairperson Fee*
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Member Fee
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Audit Committee
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$
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16,000
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$
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8,000
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Compensation Committee
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$
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12,000
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$
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6,000
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Nominating and Corporate Governance Committee
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$
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5,000
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$
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3,000
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* Any non-employee director who serves as
chairperson of a committee shall not be entitled to a member fee for the same
committee.
All
cash fees will be paid in four equal installments on a quarterly basis at the
end of the applicable quarter provided the individual served as a non-employee
director during the full quarter, with the amount pro rated for any non-employee
director who did not serve the full quarter (on either the Board or the
relevant Board committee).
The
foregoing is not a complete summary of the terms of the Policy, and reference
is made to the complete text of the Policy attached hereto as Exhibit 10.85,
which is incorporated by reference into this Item 8.01.
2
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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10.85
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AVI
BioPharma, Inc. Non-Employee Director Compensation Policy.
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3
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.
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AVI BioPharma, Inc.
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By:
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/s/
J. David Boyle II
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J. David Boyle II
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Interim President and Chief Executive Officer, and
Senior Vice President and Chief Financial Officer
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Date:
October 1, 2010
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4
EXHIBIT INDEX
Exhibit Number
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Description
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10.85
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AVI
BioPharma, Inc. Non-Employee Director Compensation Policy.
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5
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