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): February 18, 2010
GENOMIC HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51541
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77-0552594 |
(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
Incorporation)
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Identification No.) |
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301 Penobscot Drive |
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Redwood City, CA
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94063 |
(Address of principal executive offices)
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(Zip Code) |
(650) 556-9300
(Registrants telephone number,
including area code)
N/A
(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 obligations 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)) |
Item 5.02 Departure of Directors Or Certain Officers; Election Of Directors; Appointment Of
Certain Officers; Compensatory Arrangements Of Certain Officers.
(e)
2010 Corporate Bonus Plan
On February 18, 2010, the independent members of the Board of Directors (the Board) of
Genomic Health, Inc. (the Company), based on the approval and recommendation of the Compensation Committee
of the Board, approved corporate objectives for the first half of 2010 relating to a cash bonus plan for the
Companys employees for the 2010 fiscal year. The Companys 2010 corporate bonus plan is a
discretionary cash incentive award plan designed to align incentive awards for each participants
individual performance with the Companys corporate objectives. Eligibility to participate in the
plan and actual award amounts are not guaranteed and are determined, in the case of the Companys
executive officers, at the discretion of the independent members of the Board upon the
recommendation of the Compensation Committee of the Board. Bonus awards for executive officers will be determined by the
Compensation Committee and independent members of the Board at the time of the executive officers annual
compensation review based on an assessment of the achievement of the specified objectives and individual
achievements. Each of the Companys executive
officers has a funding target under the plan of 15% of his or her annual base salary for the 2010
fiscal year, with the potential for actual awards under the plan to either exceed or be less than
the funding target depending upon corporate and individual performance.
Corporate performance objectives are established and measured for each half of 2010, with the
results averaged to determine the funding pool for members of the Companys management committee,
including its executive officers. Corporate objectives for the first half of 2010 include
financial performance objectives, representing 45% of the overall first half objectives, pipeline
progress objectives, representing 30% of the overall first half objectives, operational excellence
objectives, representing 15% of the overall first half objectives, research objectives,
representing 5% of the overall first half objectives, and organizational excellence objectives,
representing 5% of the overall first half objectives. Minimum and target achievement levels were
defined for certain of the financial performance and pipeline progress objectives, with
overachievement enabling the addition of a fixed number of bonus percentage points for such
objectives. In addition, the funding target of 15% of base salary could be increased to 20% upon
achievement of a separate financial performance goal. No bonus pool funding would be made for the
first half of 2010 if the Company did not achieve a specified minimum revenue threshold.