def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
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Soliciting Material Pursuant to §240.14a-12 |
Genomic Health, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Genomic
Health, Inc.
301 Penobscot Drive
Redwood City, California 94063
(650) 556-9300
April 29,
2011
Dear Stockholder:
You are cordially invited to attend the 2011 Annual Meeting of
Stockholders of Genomic Health, Inc. The meeting will be held at
10:00 a.m., Pacific Time, on Thursday, June 9, 2011,
at Seaport Center, 459 Seaport Court, Redwood City, California
94063.
The formal notice of the Annual Meeting and the Proxy Statement
has been made a part of this invitation.
Whether or not you attend the Annual Meeting, it is important
that your shares be represented and voted at the Annual Meeting.
After reading the Proxy Statement, please promptly vote by
dating, signing and returning the enclosed proxy card in the
enclosed postage-prepaid envelope, or by voting by telephone or
the Internet. Your shares cannot be voted unless you sign,
date and return the enclosed proxy, vote by telephone or the
Internet, or attend the Annual Meeting in person.
We have also enclosed a copy of our 2010 Annual Report to
Stockholders.
We look forward to seeing you at the meeting.
Sincerely,
Kimberly J. Popovits
President and Chief Executive Officer
Genomic
Health, Inc.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, June 9, 2011
To our Stockholders:
Genomic Health, Inc. will hold its Annual Meeting of
Stockholders at 10:00 a.m., Pacific Time, on Thursday,
June 9, 2011 at Seaport Center, 459 Seaport Court, Redwood
City, California 94063.
We are holding this Annual Meeting:
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to elect eight directors to serve until the 2012 Annual Meeting
or until their successors are duly elected and qualified;
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to vote on the approval of the Genomic Health, Inc. Employee
Stock Purchase Plan;
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to hold a non-binding advisory vote on the compensation of our
named executive officers;
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to hold a non-binding advisory vote on the frequency of an
advisory stockholder vote on the compensation of our named
executive officers;
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to ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for 2011; and
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to transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement of the Annual
Meeting.
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Stockholders of record at the close of business on
April 13, 2011, are entitled to notice of and to vote at
this meeting and any adjournment or postponement of the Annual
Meeting.
It is important that your shares be represented at this
meeting. Even if you plan to attend the meeting, we hope that
you will vote promptly. Please review the instructions on
page 2 of the attached Proxy Statement regarding your
voting options.
By Order of the Board of Directors
G. Bradley Cole
Chief Operating Officer and Secretary
Redwood City, California
April 29, 2011
Important
Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 9,
2011.
The Proxy
Statement and Annual Report are available at
www.proxydocs.com/ghdx
TABLE
OF CONTENTS
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Genomic
Health, Inc.
301 Penobscot Drive
Redwood City, California 94063
PROXY
STATEMENT
Information
Concerning Voting and Solicitation
This Proxy Statement is being furnished to you in connection
with the solicitation by the board of directors of Genomic
Health, Inc., a Delaware corporation (we,
us, our, Genomic Health or
the Company), of proxies in the accompanying form to
be used at the Annual Meeting of Stockholders of the Company to
be held at Seaport Center, 459 Seaport Court, Redwood City,
California 94063 on Thursday, June 9, 2011, at
10:00 a.m., Pacific Time, and any postponement or
adjournment thereof (the Annual Meeting).
This Proxy Statement and the accompanying form of proxy are
being mailed to stockholders on or about April 29, 2011.
Questions
and Answers About
the Proxy Materials and the Annual Meeting
What
proposals will be voted on at the Annual Meeting
Five proposals will be voted on at the Annual Meeting:
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The election of directors;
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The approval of the Genomic Health, Inc. Employee Stock Purchase
Plan;
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A non-binding advisory vote on the compensation of our named
executive officers;
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A non-binding advisory vote on the frequency of a non-binding
advisory stockholder vote on the compensation of our named
executive officers; and
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The ratification of the appointment of the independent
registered public accounting firm for 2011.
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What are the Boards recommendations?
Our board recommends that you vote:
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FOR election of each of the nominated directors;
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FOR approval of the Employee Stock Purchase Plan;
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FOR approval, on a non-binding advisory basis, of
the compensation of our executive officers;
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For the EVERY YEAR option, on a non-binding advisory
basis, as the frequency of a non-binding advisory stockholder
vote on the compensation of our named executive
officers; and
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FOR ratification of the appointment of the
independent registered public accounting firm for 2011.
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Will
there be any other items of business on the agenda?
We do not expect any other items of business because the
deadline for stockholder proposals and nominations has already
passed. Nonetheless, in case there is an unforeseen need, the
accompanying proxy gives discretionary
authority to the persons named on the proxy with respect to any
other matters that might be brought before the meeting. Those
persons intend to vote that proxy in accordance with their best
judgment.
Who is
entitled to vote?
Stockholders of record at the close of business on
April 13, 2011 (the Record Date) may vote at
the Annual Meeting. Each stockholder is entitled to one vote for
each share of the Companys common stock held as of the
Record Date.
What is
the difference between holding shares as a stockholder of record
and as a beneficial owner?
Stockholder of Record. If your shares are
registered directly in your name with Genomic Healths
transfer agent, Computershare Trust Company, Inc., you are
considered, with respect to those shares, the stockholder of
record. The Proxy Statement, Annual Report and proxy card have
been sent directly to you by Genomic Health.
Beneficial Owner. If your shares are held in a
brokerage account or by a bank or other nominee, you are
considered the beneficial owner of shares held in street name.
The Proxy Statement and Annual Report have been forwarded to you
by your broker, bank or nominee who is considered, with respect
to those shares, the stockholder of record. As the beneficial
owner, you have the right to direct your broker, bank or nominee
how to vote your shares by using the voting instruction form
included in the mailing. If you hold shares beneficially in
street name and do not provide your broker or nominee with
voting instructions, your shares may constitute broker
non-votes. Generally, broker non-votes occur on a matter
when a broker is not permitted to vote on that matter without
instructions from the beneficial owner and instructions are not
given. If you hold shares beneficially in street name and do not
vote your shares, your broker or nominee can vote your shares at
its discretion only on Proposal 5 but not on any other
matters. In tabulating the voting result for any particular
proposal, shares that constitute broker non-votes are not
considered entitled to vote on that proposal. Thus, broker
non-votes will not affect the outcome of any matter being voted
on at the Annual Meeting, assuming that a quorum is obtained.
How do I
vote?
Stockholder
of Record
If you are a stockholder of record, you may vote in person at
the Annual Meeting, vote by proxy using the enclosed proxy card,
vote by telephone or vote by the Internet. Whether or not you
plan to attend the Annual Meeting, we urge you to vote to ensure
your vote is counted. You may still attend the Annual Meeting
and vote in person even if you have already voted.
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To vote in person, come to the Annual Meeting and we will give
you a ballot when you arrive.
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To vote using the proxy card, complete, sign and date the
enclosed proxy card and return it promptly in the
postage-prepaid envelope provided. If you return your signed
proxy card to us before the Annual Meeting, we will vote your
shares as you direct.
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To vote by telephone, follow the telephone voting instructions
on the enclosed proxy card. You will be asked to provide the
company number and control number from the proxy card. Your vote
must be received by 11:59 p.m., Eastern Time, on
June 8, 2011 to be counted.
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To vote by the Internet, follow the Internet voting instructions
on the enclosed proxy card. You will be asked to provide the
company number and control number from the proxy card. Your vote
must be received by 11:59 p.m., Eastern Time, on
June 8, 2011 to be counted.
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We provide Internet voting to allow you to vote online.
However, please be aware that you must bear any costs associated
with your Internet access, such as usage charges from Internet
access providers and telephone companies.
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Beneficial
Owner
If you are a beneficial owner of shares registered in the name
of your broker, bank, or other nominee, you should have received
voting instructions with these proxy materials from that
organization rather than from us. Complete and mail the voting
form to ensure that your vote is counted. Alternatively, you may
vote by telephone or over the Internet as instructed by your
broker, bank or other nominee. To vote in person at the Annual
Meeting, you must obtain a valid proxy from your broker, bank or
other nominee. Follow the instructions from your broker, bank or
other nominee included with these proxy materials, or contact
your broker, bank or other nominee to request a proxy.
Can I
change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time prior
to the vote at the Annual Meeting. If you submitted your proxy
by mail, you must file with the Secretary of the Company a
written notice of revocation or deliver, prior to the vote at
the Annual Meeting, a valid, later-dated proxy. If you submitted
your proxy by telephone or by the Internet, you may change your
vote or revoke your proxy with a later telephone or Internet
proxy, as the case may be. Attendance at the Annual Meeting will
not have the effect of revoking a proxy unless you give written
notice of revocation to the Secretary before the proxy is
exercised or you vote by written ballot at the Annual Meeting.
How are
votes counted?
In the election of directors, you may vote FOR all
of the nominees or your vote may be WITHHELD with
respect to one or more of the nominees. For each of
Proposals 2, 3 and 5, you may vote FOR, vote
AGAINST or ABSTAIN. If you
ABSTAIN as to any of these proposals, the abstention
has the same effect as a vote AGAINST. For
Proposal 4, you may vote for EVERY YEAR,
EVERY TWO YEARS, EVERY THREE YEARS, or
ABSTAIN. If you provide specific instructions, your
shares will be voted as you instruct. If you sign your proxy
card or voting instruction form with no further instructions,
your shares will be voted in accordance with the recommendations
of the board (FOR all of the nominees to the board,
FOR approval of the Employee Stock Purchase Plan,
FOR the approval of the compensation of our named
executive officers, for a frequency of EVERY YEAR
for an advisory stockholder vote on the compensation of our
named executive officers and FOR ratification of the
independent registered public accounting firm) and in the
discretion of the proxy holders on any other matters that
properly come before the meeting.
What vote
is required to approve each item?
In the election of directors, the eight persons receiving the
highest number of FOR votes at the Annual Meeting
will be elected. Each of proposals 2, 3 and 5 requires the
affirmative FOR vote of a majority of the shares
present and voting at the Annual Meeting in person or by proxy.
Because your vote on Proposal 3 is advisory, it will not be
binding on our board of directors, the Compensation Committee or
the Company. For Proposal 4, the alternative that receives
the greatest number of votes will be the frequency of the
stockholders advisory vote. Because your vote on
Proposal 4 is advisory, it will not be binding on our board
of directors, the Compensation Committee or the Company.
However, our board of directors will review the voting results
and take them into consideration when determining the frequency
of future non-binding advisory votes on compensation of our
named executive officers. If you hold shares beneficially in
street name and do not provide your broker or nominee with
voting instructions, your shares may constitute broker
non-votes. Generally, broker non-votes occur on a matter
when a broker is not permitted to vote on that matter without
instructions from the beneficial owner and instructions are not
given. In the event you do not vote, your broker will be able
to vote on the proposal to ratify the appointment of our
auditors but will not be able to vote for the election of
directors or with respect to Proposals 2, 3 or 4. In
tabulating the voting result for any particular proposal, shares
that constitute broker non-votes are not considered entitled to
vote on that proposal. Thus, broker non-votes will not affect
the outcome of any matter being voted on at the Annual Meeting,
assuming that a quorum is obtained. Abstentions have the same
effect as votes against the matter.
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Is
cumulative voting permitted for the election of
directors?
Stockholders may not cumulate votes in the election of
directors, which means that each stockholder may vote no more
than the number of shares he or she owns for a single director
candidate.
What
constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of
the holders of a majority of common stock outstanding on the
Record Date will constitute a quorum. As of the close of
business on the Record Date, there were 29,251,324 shares of our
common stock outstanding. Both abstentions and broker non-votes
are counted for the purpose of determining the presence of a
quorum.
How are
proxies solicited?
Our employees, officers and directors may solicit proxies. We
will bear the cost of soliciting proxies and will reimburse
brokerage houses and other custodians, nominees and fiduciaries
for their reasonable
out-of-pocket
expenses for forwarding proxy and solicitation material to the
owners of common stock.
IMPORTANT
Please promptly vote by signing, dating and returning the
enclosed proxy card in the postage-prepaid return envelope
provided, or by telephone or the Internet, so that your shares
can be voted.
Proposal 1
Election
of Directors
Directors
and Nominees
As of the Annual Meeting, we will have eight authorized
directors. Brook H. Byers is retiring from the board of
directors as of the Annual Meeting. We are grateful for his
guidance and his years of service to the Company. The board
expects to appoint existing board members to replace
Mr. Byers on the Compensation Committee and the Nominating
and Corporate Governance Committee effective as of the Annual
Meeting.
At the Annual Meeting, eight persons will be elected as members
of your board of directors, each for a one-year term or until
their successors are elected and qualified. The Nominating and
Corporate Governance Committee of the board of directors has
recommended, and the board of directors has designated, the
eight persons listed below for election at the Annual Meeting.
The proxies given to the proxy holders will be voted or not
voted as directed and, if no direction is given, will be voted
FOR each of the nominees. Your board of directors knows of no
reason why any of these nominees should be unable or unwilling
to serve. However, if for any reason any nominee should be
unable or unwilling to serve, the proxies will be voted for any
nominee designated to fill the vacancy by your board of
directors, taking into account the recommendations of the
Nominating and Corporate Governance Committee.
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The names of the board of directors nominees, their ages
as of March 15, 2011 and certain biographical information
about the nominees are set forth below.
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Director
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Name
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Age
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Position with Company
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Since
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Randal W. Scott, Ph.D.
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Executive Chairman of the Board
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2000
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Kimberly J. Popovits
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President, Chief Executive Officer and Director
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2002
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Julian C. Baker
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Director
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2001
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Fred E. Cohen, M.D., D.Phil.
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Director
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2002
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Samuel D. Colella
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Director
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2001
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Ginger L. Graham
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Director
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2008
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Randall S. Livingston
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Director
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2004
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Woodrow A. Myers, Jr., M.D.
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Director
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2006
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Randal W. Scott, Ph.D. has served as our Executive
Chairman of the Board since January 2009, Chairman of the Board
and Chief Executive Officer from our inception in August 2000 to
January 2009, President from August 2000 to February 2002, Chief
Financial Officer from December 2000 to April 2004, and
Secretary from August 2000 to December 2000 and from May 2003 to
February 2005. Dr. Scott was a founder of Incyte
Corporation, which at the time was a genomic information
company, and served Incyte in various roles, including Chairman
of the Board from August 2000 to December 2001, President from
January 1997 to August 2000, and Chief Scientific Officer from
March 1995 to August 2000. Dr. Scott holds a B.S. in
Chemistry from Emporia State University and a Ph.D. in
Biochemistry from the University of Kansas.
Kimberly J. Popovits has served as our President and
Chief Executive Officer since January 2009 and as President and
Chief Operating Officer from February 2002 to January 2009. From
November 1987 to February 2002, Ms. Popovits served in
various roles at Genentech, Inc., a biotechnology company, most
recently serving as Senior Vice President, Marketing and Sales
from February 2001 to February 2002, and as Vice President,
Sales from October 1994 to February 2001. Prior to joining
Genentech, Ms. Popovits served as Division Manager,
Southeast Region, for American Critical Care, a Division of
American Hospital Supply, a supplier of healthcare products to
hospitals. In addition, Ms. Popovits served as a director
of Nuvelo, Inc. from July 2005 until its merger with ARCA
biopharma, Inc. in January 2009. Ms. Popovits holds a B.A.
in Business from Michigan State University.
Julian C. Baker is a Managing Partner of Baker Brothers
Investments, which he and his brother, Felix Baker, Ph.D.,
founded in 2000. Mr. Bakers firm manages a family of
long-term investment funds for major university endowments and
foundations, which are focused on publicly traded life sciences
companies. Mr. Bakers career as a fund-manager began
in 1994 when he co-founded a biotechnology investing partnership
with the Tisch Family. Previously, Mr. Baker was employed
from 1988 to 1993 by the private equity investment arm of Credit
Suisse First Boston Corporation. Mr. Baker is also a
director of Incyte Corporation and Trimeris, Inc. In addition,
Mr. Baker served as a director of Neurogen Corporation from
May 1999 until its acquisition in December 2009, and as a
director of Theravance, Inc. from January 1999 to April 2007.
Mr. Baker holds an A.B. in Social Studies from Harvard
University.
Fred E. Cohen, M.D., D.Phil. is a partner at TPG, a
private equity firm he joined in 2001, and serves as co-head of
TPGs biotechnology group. Dr. Cohen is also a
Professor of Cellular and Molecular Pharmacology at the
University of California, San Francisco, where he has
taught since 1988. Dr. Cohen serves as a director of Axcan
Pharmaceuticals, Quintiles Transnational and a number of other
privately held companies. Dr. Cohen holds a B.S. in
Molecular Biophysics and Biochemistry from Yale University, a
D.Phil. in Molecular Biophysics from Oxford University and an
M.D. from Stanford University.
Samuel D. Colella is a Managing Director of Versant
Ventures, a healthcare and biotechnology venture capital firm he
co-founded in 1999. Mr. Colella is also a general partner
of Institutional Venture Partners, a venture capital firm he
joined in 1984. Mr. Colella currently serves as the
Chairman of the Board of Fludigm Corporation and as a director
of Alexza Pharmaceuticals, Inc., Jazz Pharmaceuticals, Inc. and
a number of privately held technology and biotechnology
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companies. In addition, Mr. Colella served as a director of
Thermage, Inc. from September 1997 to July 2007, and as a
director of Symyx Technologies, Inc. from August 1997 to June
2007. Mr. Colella holds a B.S. in Business and Engineering
from the University of Pittsburgh and an M.B.A. from the
Stanford Graduate School of Business.
Ginger L. Graham has served as Faculty at Harvard
Business School since October 2009 and as President and Chief
Executive Officer of Two Trees Consulting, a healthcare and
executive leadership consulting firm, since November 2007.
Ms. Graham was Chief Executive Officer of Amylin
Pharmaceuticals, Inc., a biopharmaceutical company, from
September 2003 to March 2007, and served as Amylins
President from September 2003 to June 2006. From 1994 to 2003,
Ms. Graham held various positions with Guidant Corporation,
including Group Chairman, Office of the President, President of
the Vascular Intervention Group, and Vice President. From 1979
to 1994, Ms. Graham held various positions with Eli Lilly
and Company, including President and Chief Executive Officer of
Advanced Cardiovascular Systems, Inc. Ms. Graham currently
serves as a director of Walgreen Co. and a number of privately
held companies. In addition, Ms. Graham served as a
director of Amylin Pharmaceuticals, Inc. from November 1995 to
May 2009, and as a director of Millenium Pharmaceuticals, Inc.
from February 2002 to January 2004. Ms. Graham holds a B.S.
in Agricultural Economics from the University of Arkansas and an
M.B.A. from Harvard University.
Randall S. Livingston has served as Vice President for
Business Affairs and Chief Financial Officer of Stanford
University since 2001. Prior to 2001, Mr. Livingston spent
16 years working in Silicon Valley with several technology
and life science companies as Chief Financial Officer and in
various corporate development and marketing roles.
Mr. Livingston currently serves as a director of eHealth,
Inc. and Pacific Biosciences, Inc. Mr. Livingston holds a
B.S. in Mechanical Engineering from Stanford University and an
M.B.A. from the Stanford Graduate School of Business.
Woodrow A. Myers, Jr., M.D. has served as
Managing Director of Myers Ventures LLC, which concentrates on
opportunities in healthcare and education, since December 2005.
He was the Executive Vice President and Chief Medical Officer of
WellPoint, Inc., a commercial health benefits company, from
September 2000 to January 2005. Dr. Myers currently serves
as a director of Express Scripts, Inc. and serves as Chairman of
the Board of the Mozambique Healthcare Consortium. In addition,
Dr. Myers served as a director of ThermoGenesis Corp from
June 2006 to December 2009, and as a director of CardioNet, Inc.
from August 2007 to May 2009. Dr. Myers holds a B.S. in
Biological Sciences from Stanford University, an M.D. from
Harvard Medical School and an M.B.A. from the Stanford Graduate
School of Business.
Vote
Required
The eight nominees for director receiving the highest number of
affirmative votes will be elected as directors.
Your board of directors recommends a vote FOR the election of
the nominees set forth above as directors of Genomic Health.
Director
Independence
Our board of directors has determined that, except for
Dr. Scott and Ms. Popovits, each individual who
currently serves as a member of the board is, and each
individual who served as a member of the board in 2010 was, an
independent director within the meaning of
Rule 5605 of The NASDAQ Stock Market. Dr. Scott and
Ms. Popovits are not independent because they are employed
by the Company. All of the nominees are members of the board
standing for reelection as directors. For Messrs. Baker,
Byers, Colella, and Livingston, Drs. Cohen and Myers and
Ms. Graham, the board of directors considered their
relationship and transactions with the Company as directors and
securityholders of the Company.
Board
Meetings
Our board of directors held five meetings in 2010. Each director
attended at least 75% of the aggregate number of meetings of the
board of directors held during the period for which such
director served on our board of directors and
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of the committees on which such director served. The independent
directors meet in regularly scheduled executive sessions at
in-person meetings of the board of directors without the
participation of the Executive Chairman of the Board, the
President and Chief Executive Officer or the other members of
management. We do not have a policy that requires the attendance
of directors at the Annual Meeting. Two directors attended our
2010 annual meeting.
Committees
of the Board of Directors
Below is a description of each committee of the board of
directors. The board of directors has determined that each
director who serves on the Audit, Compensation, and Nominating
and Corporate Governance Committees is independent,
as that term is defined by applicable listing standards of The
NASDAQ Stock Market and rules of the Securities and Exchange
Commission, or SEC, and has adopted written charters for these
committees. These charters are available on the investor section
of our website (www.genomichealth.com).
Audit
Committee
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Number of Members: |
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3 |
|
Current Members: |
|
Randall S. Livingston (Chair and Audit Committee Financial
Expert)
Fred E. Cohen, M.D., D.Phil.
Ginger L. Graham |
|
Number of Meetings in 2010: |
|
7 |
|
Functions: |
|
The Audit Committee provides assistance to the board of
directors in fulfilling its oversight responsibilities relating
to the Companys financial statements, system of internal
control over financial reporting, and auditing, accounting and
financial reporting processes. Other specific duties and
responsibilities of the Audit Committee are to appoint,
compensate, evaluate and, when appropriate, replace the
Companys independent registered public accounting firm;
review and pre-approve audit and permissible non-audit services;
review the scope of the annual audit; monitor the independent
registered public accounting firms relationship with the
Company; and meet with the independent registered public
accounting firm and management to discuss and review the
Companys financial statements, internal control over
financial reporting, and auditing, accounting and financial
reporting processes. |
Compensation
Committee
|
|
|
Number of Members: |
|
4 |
|
Current Members: |
|
Brook H. Byers (Chair)
Julian C. Baker
Samuel D. Colella
Woodrow A. Myers, Jr., M.D. |
|
Number of Meetings in 2010: |
|
5 |
|
Functions: |
|
The Compensation Committees primary functions are to
assist the board of directors in meeting its responsibilities
with regard to oversight and determination of executive
compensation and to review and make recommendations with respect
to major compensation plans, policies and programs of the
Company. Other specific duties and responsibilities of the
Compensation Committee are to review and |
7
|
|
|
|
|
make recommendations for approval by the independent members of
the board of directors regarding compensation of our Executive
Chairman of the Board, our President and Chief Executive Officer
and other executive officers, and administer our stock plans and
other equity-based compensation plans. |
|
|
|
The board of directors has established a Non-Management Stock
Option Committee, the members of which are Randal W.
Scott, Ph.D., Kimberly J. Popovits and G. Bradley Cole. The
Committee has been delegated the authority for any two members
of the committee to make awards or grants under our Stock
Incentive Plan (including shares, options, or restricted stock)
to new employees, other than to any member of our board of
directors, individuals designated by our board of directors as
Section 16 officers, and employees who hold the
title of Vice President or above. This Committee may not make
any awards or grants to any new employee that total more than
50,000 shares of common stock. In addition, in connection
with the Companys annual compensation review, this
Committee is authorized to grant and issue to employees who hold
titles below the Vice President level restricted stock units
that total no more than 10,000 shares of common stock per
employee. |
Nominating
and Corporate Governance Committee
|
|
|
Number of Members: |
|
4 |
|
Current Members: |
|
Julian C. Baker (Chair)
Brook H. Byers
Samuel D. Colella
Woodrow A. Myers, Jr., M.D. |
|
Number of Meetings in 2010: |
|
1 |
|
Functions: |
|
The Nominating and Corporate Governance Committees primary
functions are to identify qualified individuals to become
members of the board of directors, determine the composition of
the board and its committees and monitor a process to assess
board effectiveness. Other specific duties and responsibilities
of the Nominating and Corporate Governance Committee are to
recommend nominees to fill vacancies on the board of directors,
review and make recommendations to the board of directors with
respect to candidates for director proposed by stockholders, and
review on an annual basis the functioning and effectiveness of
the board and its committees. |
Director
Nominations
The board of directors nominates directors for election at each
annual meeting of stockholders and elects new directors to fill
vacancies when they arise. The Nominating and Corporate
Governance Committee has the responsibility to identify,
evaluate, recruit and recommend qualified candidates to the
board of directors for nomination or election.
The board of directors has as an objective that its membership
be composed of experienced and dedicated individuals with
diversity of backgrounds, perspectives and skills. The
Nominating and Corporate Governance Committee will select
candidates for director based on their character, judgment,
diversity of experience, business acumen and ability to act on
behalf of all stockholders. The Nominating and Corporate
Governance Committee believes that nominees for director should
have experience, such as experience in management or accounting
and finance, or industry and technology knowledge, that may be
useful to Genomic Health and the board of directors,
8
high personal and professional ethics, and the willingness and
ability to devote sufficient time to carry out effectively their
duties as directors. Although the Company has no formal
diversity policy for board members, the board and the Nominating
and Corporate Governance Committee consider diversity of
backgrounds and experiences and other forms of diversity when
selecting nominees. The Nominating and Corporate Governance
Committee also believes that service as director of other public
companies provides experience and perspective that may be useful
to Genomic Health and the board of directors, and several of our
directors have served as directors of other public companies.
The Nominating and Corporate Governance Committee believes it
appropriate for at least one, and, preferably, multiple, members
of the board of directors to meet the criteria for an
audit committee financial expert as defined by rules
of the SEC, and for a majority of the members of the board of
directors to meet the definition of independent
director under the rules of The NASDAQ Stock Market. The
Nominating and Corporate Governance Committee also believes it
appropriate for key members of our management to participate as
members of the board of directors.
Prior to each annual meeting of stockholders, the Nominating and
Corporate Governance Committee identifies nominees by first
evaluating the current directors whose term will expire at the
annual meeting and who are willing to continue in service. These
candidates are evaluated based on the criteria described above,
including as demonstrated by the candidates prior service
as a director, and the needs of the board of directors with
respect to the particular talents and experience of its
directors. In the event that a director does not wish to
continue in service, the Nominating and Corporate Governance
Committee determines not to re-nominate the director, or a
vacancy is created on the board of directors as a result of a
resignation, an increase in the size of the board or other
event, the Nominating and Corporate Governance Committee will
consider various candidates for board membership, including
those suggested by the committee members, by other board of
directors members, by any executive search firm engaged by the
committee or by stockholders. The Nominating and Corporate
Governance Committee recommended all of the nominees for
election included in this Proxy Statement.
A stockholder who wishes to suggest a prospective nominee for
the board of directors should notify Genomic Healths
Secretary or any member of the Nominating and Corporate
Governance Committee in writing with any supporting material the
stockholder considers appropriate.
In addition, our Bylaws contain provisions that address the
process by which a stockholder may nominate an individual to
stand for election to the board of directors at our annual
meeting of stockholders. In order to nominate a candidate for
director, a stockholder must give timely notice in writing to
Genomic Healths Secretary and otherwise comply with the
provisions of our Bylaws. To be timely, our Bylaws provide that
we must have received the stockholders notice not less
than 90 days nor more than 120 days prior to the first
anniversary date of the preceding years annual meeting;
however, if we have not held an annual meeting in the previous
year or the date of the annual meeting is called for a date that
is more than 30 days before or more than 60 days after
the first anniversary date of the preceding years annual
meeting, we must have received the stockholders notice not
later than the close of business on the later of the
90th day prior to the date of the scheduled annual meeting
or the 7th day following the earlier of the day on which
notice of the annual meeting date was mailed or the day of the
first public announcement of the annual meeting date. An
adjournment or postponement of an annual meeting will not
commence a new time period or extend any time period for the
giving of the stockholders notice described above.
Information required by the Bylaws to be in the notice includes
the name and contact information for the candidate and the
person making the nomination, and other information about the
nominee that must be disclosed in proxy solicitations under
Section 14 of the Securities Exchange Act of 1934 and the
related rules and regulations under that Section.
Stockholder nominations must be made in accordance with the
procedures outlined in, and include the information required by,
our Bylaws and must be addressed to: Secretary, Genomic Health,
Inc., 301 Penobscot Drive, Redwood City, California 94063. You
can obtain a copy of our Bylaws by writing to the Secretary at
this address.
9
Director
Qualifications
Set forth below is a summary of the specific experience,
qualifications, attributes or skills of the nominees for the
board of directors that, in addition to the experience of those
nominees described in their biographies above, led our
Nominating and Corporate Governance Committee and board to
conclude that the nominee should serve as a member of the board:
Dr. Scott has significant leadership and senior management
experience as the Companys former Chief Executive Officer
and from prior senior management and board of director roles at
Incyte Corporation. Dr. Scott also brings strategic
planning insights as a result of his current role as the
Companys Executive Chairman and substantial knowledge of
the Companys current and potential markets.
Ms. Popovits role as President and Chief Executive
Officer of the Company gives her strong knowledge of the
Companys strategy, markets, competitors and operations.
She also brings significant experience in commercial operations,
sales and marketing and experience as a public company director.
Mr. Baker is an experienced investor in many life sciences
companies. Mr. Baker brings to the board significant
strategic and financial expertise and leadership experience in
the life sciences field as a result of his investments in and
service as a director of other publicly and privately held life
sciences companies.
Dr. Cohen brings significant leadership experience in the
medical and finance fields through his background as an M.D. and
a venture capitalist. He has extensive technical expertise
relevant to the Companys business and has served as an
investor in and on the boards of numerous life sciences and
healthcare companies.
Mr. Colella brings significant leadership in the life
sciences industry, having founded, invested in and served on the
boards of numerous publicly and privately held life sciences and
healthcare companies. He also brings extensive senior management
experience in a broad array of diverse businesses.
Ms. Graham has extensive experience in senior management
roles in the life sciences and healthcare industries, including
experience leading companies in drug, device and product
development and commercialization. She also brings significant
experience as a director of publicly and privately held life
sciences companies.
Mr. Livingston brings significant experience in financial
matters and extensive experience in working with emerging growth
companies in the life sciences, healthcare and technology
industries. Mr. Livingston also has experience as a
director of publicly and privately held companies, and his
breadth and depth of financial experience position him well to
serve as Chair of the Audit Committee.
Dr. Myers brings extensive experience from senior
management roles with healthcare payors and employers and in
working with healthcare reimbursement issues. He also brings
medical expertise and significant experience as a director of
other publicly held life sciences and healthcare companies.
Board
Leadership Structure and Role in Risk Oversight
The board of directors has chosen to separate the roles of chief
executive officer and chairman of the board of directors and to
have two executive officers serve in those roles. This situation
enables our Chief Executive Officer, Ms. Popovits, to focus
on the
day-to-day
operation of our business while allowing Dr. Scott, our
founder and Executive Chairman, to focus on leadership of the
board of directors and on strategic matters, in addition to
providing direction on issues such as stockholder relationships.
While the board believes it is important to retain the
organizational flexibility to determine whether the roles of
chairman of the board and chief executive officer should be
separated or combined in one individual, or whether to elect an
independent non-executive chairman, the board currently believes
that the interests of the Company and its stockholders are
better served with an executive officer serving in each role.
The board believes this structure promotes better alignment of
strategic development and execution, more effective
implementation of strategic initiatives, and clearer
accountability for their success or failure. Moreover, the board
believes that having an executive officer serve in each position
does not impede independent oversight.
10
Six of the eight members of the board of directors who are
nominees for re-election as directors at the Annual Meeting are
independent under The NASDAQ Stock Market rules. The independent
directors have chosen not to appoint a lead independent
director, as the independent directors take active roles with
respect to the Company and a number of the independent directors
represent significant stockholders. The independent directors
meet in an executive session after each regular board meeting,
at which the independent directors have the opportunity to
discuss management performance.
Our board of directors is responsible for overseeing the overall
risk management process at the Company. The responsibility for
managing risk rests with executive management while the
committees of the board and the board of directors as a whole
participate in the oversight process. The boards risk
oversight process builds upon managements risk assessment
and mitigation processes, which include reviews of long-term
strategic and operational planning, executive development and
evaluation, regulatory and legal compliance, and financial
reporting and internal controls. The board considers strategic
risks and opportunities and regularly receives reports from
executive management regarding specific aspects of risk
management.
Stockholder
Communications with the Board of Directors
If you wish to communicate with the board of directors, you may
send your communication in writing to: Secretary, Genomic
Health, Inc., 301 Penobscot Drive, Redwood City, California
94063. You must include your name and address in the written
communication and indicate whether you are a stockholder of
Genomic Health. The Secretary will review any communication
received from a stockholder, and all material communications
from stockholders will be forwarded to the appropriate director
or directors or committee of the board of directors based on the
subject matter.
Certain
Relationships and Related Transactions
It is our policy that all employees, officers and directors must
avoid any activity that is or has the appearance of conflicting
with the interests of the Company. This policy is included in
our Code of Business Conduct and Ethics. We conduct a review of
all related party transactions for potential conflict of
interest situations on an ongoing basis and all such
transactions relating to executive officers and directors must
be approved by the independent and disinterested members of our
board of directors or an independent and disinterested committee
of the board.
Director
Compensation
The following table sets forth cash amounts and the value of
other compensation paid to our outside directors for their
service in 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
Option Awards
|
|
|
Name
|
|
in Cash ($)
|
|
($)(1)(2)
|
|
Total ($)
|
|
Julian C. Baker
|
|
|
20,000
|
|
|
|
56,349
|
|
|
|
76,349
|
|
Brook H. Byers
|
|
|
20,000
|
|
|
|
56,349
|
|
|
|
76,349
|
|
Fred E. Cohen, M.D., D.Phil.
|
|
|
20,000
|
|
|
|
56,349
|
|
|
|
76,349
|
|
Samuel D. Colella
|
|
|
20,000
|
|
|
|
56,349
|
|
|
|
76,349
|
|
Ginger L. Graham
|
|
|
20,000
|
|
|
|
56,349
|
|
|
|
76,349
|
|
Randall S. Livingston
|
|
|
30,000
|
|
|
|
56,349
|
|
|
|
86,349
|
|
Woodrow A. Myers, Jr., M.D.
|
|
|
20,000
|
|
|
|
56,349
|
|
|
|
76,349
|
|
|
|
|
(1) |
|
Represents the aggregate fair value of options to purchase our
common stock computed as of the grant date of each option in
accordance with the Financial Accounting Standards Board
Accounting Standard Codification Topic 718, Stock
Compensation, or FASB ASC Topic 718, rather than amounts
paid to or realized by the named individual. See Note 9 of
Notes to our Consolidated Financial Statements set forth in our
Annual Report on
Form 10-K
for the year ended December 31, 2010 for the assumptions
made in determining these values. There can be no assurance that
options will be exercised (in which case no value will be
realized by the individual) or |
11
|
|
|
|
|
that the value on exercise will approximate the fair value as
computed in accordance with FASB ASC Topic 718. In 2010, each
outside director received an option to purchase
8,250 shares of our common stock. |
|
(2) |
|
The following table sets forth the aggregate number of shares of
common stock underlying option awards outstanding at
December 31, 2010: |
|
|
|
|
|
|
|
Number of
|
Name
|
|
Shares
|
|
Julian C. Baker
|
|
|
41,250
|
|
Brook H. Byers
|
|
|
41,250
|
|
Fred E. Cohen, M.D., D.Phil.
|
|
|
41,250
|
|
Samuel D. Colella
|
|
|
41,250
|
|
Ginger L. Graham
|
|
|
33,000
|
|
Randall S. Livingston
|
|
|
58,587
|
|
Woodrow A. Myers, Jr., M.D.
|
|
|
49,500
|
|
Directors who are our employees do not receive any fees for
their service on our board of directors. During 2010,
Dr. Scott and Ms. Popovits were our only employee
directors.
For 2010, our outside directors received an annual retainer of
$20,000 and Mr. Livingston, as chairman of our Audit
Committee, received an annual retainer of $30,000. For 2011, our
board of directors approved increases to these amounts based on
the recommendations of the Compensation Committee, including
information provided by an independent executive consultant
regarding peer company director compensation. Beginning in 2011,
our outside directors will receive an annual retainer of
$40,000, Mr. Livingston, as chairman of our Audit
Committee, will receive an annual retainer of $55,000 and
Mr. Byers and the new chairman of our Compensation
Committee will receive a prorated annual retainer of $50,000. We
also provide reimbursement to our outside directors for
reasonable expenses in connection with attendance at board of
director and committee meetings.
For 2010, annual retainers for outside directors were paid in
cash. Beginning in 2011, outside directors may elect to receive
some or all of their retainers (other than retainers for serving
as committee chair) in the form of restricted stock that vests
immediately.
In addition to compensation for services as a member of the
board, outside directors also are eligible to receive
nondiscretionary, automatic grants of stock options under our
2005 Stock Incentive Plan. An outside director who joins our
board is automatically granted an initial option to purchase
16,500 shares upon first becoming a member of our board of
directors. The initial option vests and becomes exercisable over
four years, with the first 25% of the shares subject to the
initial option vesting on the first anniversary of the date of
grant and the remainder vesting monthly thereafter. On the first
business day following each regularly scheduled annual meeting
of stockholders, each outside director is automatically granted
a nonstatutory option to purchase 8,250 shares of our
common stock, provided the director has served on our board of
directors for at least six months. These options vest and become
exercisable on the first anniversary of the date of grant or
immediately prior to our next annual meeting of stockholders, if
earlier. The options granted to outside directors under our 2005
Stock Incentive Plan have a per share exercise price equal to
100% of the fair market value of the underlying shares on the
date of grant, a term of 10 years, and become fully vested
in the event of a change in control. At December 31, 2010,
options granted to outside directors with respect to an
aggregate of 288,750 shares automatically accelerate upon a
change of control.
Executive
Compensation
Compensation
Discussion and Analysis
Our
Compensation Philosophy and Objectives
We believe that compensation of our executive officers should:
|
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|
|
|
encourage creation of stockholder value and achievement of
strategic corporate objectives;
|
|
|
|
attract and retain qualified, skilled and dedicated executives
on a long-term basis;
|
12
|
|
|
|
|
reward past performance and provide incentives for future
performance; and
|
|
|
|
provide fair compensation consistent with our internal
compensation programs.
|
Our philosophy is to align the interests of our stockholders and
management by linking compensation with our annual and long-term
corporate and financial objectives, including through equity
ownership by management. In order to attract and retain
qualified personnel, we strive to offer a total compensation
package competitive with select companies in the life sciences
industry, taking into account relative company size, performance
and geographic location as well as individual responsibilities
and performance. Our compensation philosophy with respect to our
executive officers has and continues to focus more on the use of
equity-based compensation rather than cash-based compensation,
although in order to recruit and retain qualified, skilled and
dedicated executives, we expect to use cash-based compensation
to a greater degree than we have in the past.
Implementing
Our Objectives
The Compensation Committee of our board of directors administers
and interprets our executive compensation and benefits policies,
including our stock option plan, and reviews and makes
recommendations to the independent members of the board of
directors with respect to major compensation plans, policies and
programs. For 2010 compensation, the Compensation Committee
evaluated the performance of Randal W. Scott, our Executive
Chairman of the Board, and Kimberly J. Popovits our President
and Chief Executive Officer, or CEO. The Compensation Committee
made recommendations to the independent members of the board
regarding Dr. Scotts and Ms. Popovitss
compensation in light of the goals and objectives of our
compensation program. Ms. Popovits and the Compensation
Committee together assessed the performance of our executive
officers other than Dr. Scott and Ms. Popovits and
other members of our management committee, based on initial
recommendations from Ms. Popovits. This assessment took
into account the Companys financial results, its progress
towards its strategic goals and compensation levels of peer
companies. The Committees recommendations were then
submitted to the independent members of the board for their
consideration and approval.
The Compensation Committee and the independent members of our
board of directors have a broad range of experience relating to
executive compensation matters for similarly situated companies.
In setting the level of cash and equity compensation for our
executive officers, the Compensation Committee and the
independent members of our board consider various factors,
including the performance of the Company and the individual
executive during the year, the uniqueness and relative
importance of the executives skill set to the Company, the
executives historical cash and equity compensation levels,
the executives expected future contributions to the
Company, the percentage of vested versus unvested options held
by the executive, the level of the executives stock
ownership and the Companys compensation philosophy for all
employees.
Market Reference Data. While the Compensation
Committee did not use market benchmarks to determine its
recommendations for executive compensation for 2010, the
Committee reviewed market reference data to evaluate the
competitiveness of our executive officers compensation and
to determine whether the total compensation paid to each of our
named executive officers was reasonable in the aggregate.
However, the Compensation Committee did not limit its decision
to or target any particular range or level of total compensation
paid to executive officers at these companies. In connection
with its analysis, the Committee reviewed information prepared
by Compensia Inc., an independent executive compensation
consultant, comparing the compensation for members of our
management committee, which includes our executive officers,
with data from the Radford Global Life Sciences Survey with
respect to companies with revenues between $50 million and
$300 million and between
13
150 and 499 employees and data from SEC filings for a peer
group comprised of the following 22 diagnostics, medical device
and biotechnology companies:
|
|
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|
|
Abaxis
ABIOMED
Affymetrix
AngioDynamics
Bio-Reference Laboratories
Celera
Cepheid
|
|
Clarient
Cyberonics
Gen-Probe
Genoptix
Helicos Biosciences
Immucor
IRIS International
|
|
Luminex
Meridian Biosciences
Myriad Genetics
Natus Medical
Osiris Therapeutics
Quidel
Sequenom
Volcano
|
In late 2009, the Compensation Committee revised the peer group
from the peer group used in the previous year, given that many
of the companies in the prior peer group had been acquired or no
longer had relatively similar revenue, revenue growth or market
capitalization metrics. In addition, because we compete for
talent with medical device companies as well as biotechnology
and diagnostics companies, a number of those companies were
added to the peer group as well.
The analysis indicated that 2009 base salary for members of our
management committee other than our CEO approximated the
65th percentile, while base salary for our CEO approximated
the 25th percentile. The analysis also indicated that
target total cash compensation (salary plus potential bonus) for
members of our management committee other than our CEO was below
the median, while the target total cash compensation for our CEO
was below the 25th percentile. According to the analysis,
target total direct compensation approximated the
60th percentile for members of our management committee
other than our CEO, and target total direct compensation for our
CEO was below the 25th percentile. For purposes of this
analysis, target total direct compensation equaled target total
cash compensation plus the Black-Scholes value of options
awarded in December 2008. With respect to equity awards, the
analysis indicated that, while positioning varied by individual,
on average, the annual equity grant values of stock options
granted to members of our management committee approximated the
median.
Equity Grant Practices. The Compensation
Committee administers our stock incentive plan for executive
officers, employees, consultants and outside directors, under
which it grants options to purchase our common stock with an
exercise price equal to the fair market value of a share of our
common stock on the date of grant, which is the closing price on
the date of grant. We do not coordinate the timing of equity
award grants with the release of financial results or other
material announcements by the Company; our annual equity grants
are made at regularly scheduled board and Compensation Committee
meetings.
Each executive officer is initially granted an option when he or
she begins working for the Company. The amount of the grant is
based on his or her position with the Company, relevant prior
experience and market conditions. These initial grants generally
vest over four years and no shares vest before the one-year
anniversary of the option grant. We spread the vesting of our
options over four years to compensate executives for their
contribution over a period of time and to provide an incentive
to focus on our longer term goals.
For 2011, the Compensation Committee revised the Companys
equity incentive guidelines. Under the revised guidelines, most
employees would receive grants of restricted stock units in lieu
of stock options. Employees with titles of vice president and
above are eligible to receive stock options and restricted stock
units. The target percentages of equity grant value for
employees with titles of vice president and above other than our
executive officers are 50% stock options and 50% restricted
stock units, and the target percentages for our executive
officers are 75% stock options and 25% restricted stock units.
The restricted stock units will vest in three equal annual
installments. In the future, the Compensation Committee, with
the concurrence of the independent members of our board of
directors, may consider awarding additional or alternative forms
of equity incentives, such as grants of restricted stock and
other performance-based awards.
14
Employee Stock Purchase Plan. The Company is
proposing that stockholders approve an Employee Stock Purchase
Plan at the Annual Meeting. If the Plan is approved, executive
officers would be eligible to purchase stock at a discount to
market price on the same terms as would be made available to all
eligible employees.
Miscellaneous. We do not enter into employment
or severance contracts with our executive officers as we do not
believe these types of arrangements facilitate our compensation
goals and objectives. In 2010, we made up to a $1,000 matching
401(k) plan contribution for all eligible employee and executive
officers, and we expect to make the same matching contribution
in 2011.
Tax Deductibility of Compensation. We
generally intend to qualify executive compensation for
deductibility without limitation under section 162(m) of
the Internal Revenue Code of 1986, as amended.
Section 162(m) places a limit of $1,000,000 on the amount
of compensation we may deduct in any one year with respect to
our CEO and each of the next three most highly compensated
executive officers other than our Chief Financial Officer. None
of the non-exempt compensation we paid to any of our executive
officers for 2010 as calculated for purposes of
section 162(m) exceeded the $1,000,000 limit.
Stock Ownership Guidelines. We do not have a
stock ownership or stock retention policy that requires
executive officers to own stock in Genomic Health or retain
shares of common stock underlying options they exercise.
Elements
of Executive Compensation
Our compensation structure for executive officers consists of a
combination of base salary, bonus and equity-based compensation.
Because of our current culture, we do not have programs
providing for personal benefit perquisites to officers. The
Compensation Committee makes recommendations with respect to
executive officer compensation, with compensation other than
grants under our stock incentive plan to be approved by the
independent members of our board of directors.
Base Salary. The Compensation Committee
reviews base salaries for executive officers on an annual basis,
adjusting salaries based on individual and Company performance
and other factors discussed below. The Compensation Committee
and independent members of our board of directors will consider
market adjustments to base salaries for our executives, which
may be implemented over time and will depend on the
Companys operating results. In February 2010, based on the
recommendation of the Committee, the independent members of our
board of directors approved a 5.6% salary increase for
Mr. Cole, to reflect his increased responsibilities. This
adjustment brought his base salary closer to the market
50th percentile and in alignment with our compensation
philosophy. No salary increases were approved for any of our
other named executive officers. In December 2010, the
independent members of the board approved a 10.7% salary
increase for Ms. Popovits retroactive to January 1,
2010. In approving the salary increase, it was noted that
Ms. Popovits salary was not increased in February
2010 in part due to the Companys emphasis on achieving and
maintaining profitability on an annual basis, and that
Ms. Popovits base salary and target total cash
compensation were below the 25th percentile based on the
Compensia analysis. In January 2011, based on the recommendation
of the Compensation Committee, the independent members of our
board of directors approved salary increases for our named
executive officers ranging from 4.1% to 20.7%, including an
increase of 5.4% for our CEO and an increase of 20.7% for our
Executive Chairman of the Board. For both 2010 and 2011, salary
amounts were established after considering job performance and
responsibilities, internal pay alignment and marketplace
competitiveness, among other things.
Annual Bonus. We have a bonus pool for our
employees that is tied to corporate and operational goals. Prior
to 2007, we had not paid cash bonuses to our executive officers.
Since 2007, our executive officers have been eligible to
participate in our cash bonus program. The size of the target
bonus pool for members of our management committee, including
our executive officers, was increased to 15% of base salary for
2010 and 25% of base salary for 2011 to better align total
target cash compensation with market and increase the emphasis
on pay for performance.
For 2010, the eligible bonus pool for all employees other than
members of our management committee was 10% of the
Companys total salary base, but there were no preset
limitations on minimum or maximum bonus
15
amounts for any employee. The corporate performance objectives
for the bonus pool for our non-executive employees were approved
by the Compensation Committee and our board of directors for the
first half and second half of the year.
While bonuses for non-executive employees were based in part on
achievement of corporate goals established by our executive
officers and board of directors, bonuses for executive officers
were determined by the Compensation Committee and independent
members of our board of directors at the time of their annual
compensation review based on their assessment of corporate and
individual achievements. For 2010, the Committee determined to
award bonuses to each executive officer that approximated 6.1%
of his or her annual base salary, based on the average first and
second half goal achievement levels. Because the minimum revenue
threshold of $87.1 million was not achieved in the first
half of 2010, resulting in no payment of company-wide bonuses
for first half performance, the actual payout for executive
officers was determined by multiplying 7.5% (one-half of the
2010 payout target of 15% of annual base salary) by the 81%
average achievement level. The Committee believed the executive
team should be treated equally because corporate accomplishments
were judged largely based on team performance and performance
within their respective domains was relatively level among
executive team members.
The corporate performance objectives for members of our
management committee, while being the same as many of the
objectives applicable to the remainder of our employees, had
slightly different percentages attached to the objectives to
reflect the different emphasis on incentives to be applied to
the management committee. The corporate bonus objectives for the
first half of 2010 were achieved at the 69% level. Of these
objectives, financial and business performance objectives,
including achievement of specified product revenue (target of
10% at $91.9 million), product adoption and product margin
related metrics, with an aggregate target of 45%, were achieved
at the 32% level, objectives related to pipeline development,
with a target of 30%, were achieved at the 21% level, objectives
related to operational excellence, with a target of 15%, were
achieved at the 6% level, objectives related our research
activities were achieved at the target level of 5%, and the
organizational excellence objectives were achieved at the target
level of 5%. The corporate bonus objectives for the second half
of 2010 were achieved at the 93% level and the minimum revenue
threshold of $83 million for funding the second half bonus
pool was achieved. Of these objectives, financial and business
performance objectives, including achievement of specified
product adoption, product revenue (target of 15% at
$89.5 million with maximum of 18% at $94 million),
year-end cash balance (target of 3% at $68 million) and
product margin related metrics, with a aggregate target of 50%,
were achieved at the 58% level, objectives related to pipeline
development and research, with a target of 35%, were achieved at
the 22% level, objectives related to infrastructure development
and operational matters, with a target of 10%, were achieved at
the 9% level, and the organizational excellence objectives, with
a target of 5%, were achieved at the 4% level. Other than as
noted, specific corporate bonus objectives are not disclosed
because we consider the information to be confidential and
believe it would be competitively harmful if disclosed. In
addition, bonus amounts paid constituted a small percentage of
each executive officers total cash compensation.
Because first half bonus pools were not funded due to the
Company not achieving the revenue threshold required to fund
those pools, but the Compensation Committee and the independent
members of our board of directors wanted to recognize our strong
second half of 2010 financial performance, the Compensation
Committee and independent members of our board approved a
discretionary bonus plan that resulted in additional bonuses
being paid to executive officers averaging 2.6% of their
respective salaries.
As with prior years, bonuses for executive officers for 2011
performance will be determined by the Compensation Committee and
independent members of our board of directors at the time of
their annual compensation review based on their assessment of
corporate and individual achievements. Each member of our
management committee, which includes our executive officers, has
a funding target under the plan of 25% of his or her annual base
salary for 2011, 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 for the management committee will be
established and measured for each half of 2011, with the results
averaged to determine the funding pool. The corporate
performance objectives for members of our management committee,
while being the same as many of the objectives applicable to the
remainder of our employees, will have slightly different
percentages attached to the objectives to reflect the different
emphasis on incentives to be applied to the management
committee. Management committee corporate objectives for the
first half of 2011 include financial
16
and business performance objectives, representing 50% of the
overall first half objectives, pipeline progress objectives,
representing 30% of the overall first half objectives, research
and genomic technology-related objectives, representing 10% of
the overall first half objectives, infrastructure development
objectives, representing 5% of the overall first half
objectives, and personnel development objectives, representing
5% of the overall first half objectives. Minimum and target
achievement levels are 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. There are no funding
thresholds for bonus pools, as there were in 2010.
Equity-Based Compensation. We believe that
providing executive officers who have responsibility for our
management and growth with an opportunity to increase their
stock ownership aligns the interests of the executive officers
with those of our stockholders. Accordingly, the Compensation
Committee considers stock option and restricted stock unit
grants to be an important aspect in compensating and providing
incentives to management. The Compensation Committee sets annual
grants as part of its and the independent members of the
boards annual compensation review process. The
Compensation Committee determined the number of shares
underlying each stock option or restricted stock unit grant
based upon the executive officers and the Companys
performance, the executive officers role and
responsibilities, the executive officers base salary,
comparison with comparable awards to individuals in similar
positions in our industry using the survey data described above
and previously determined stock grant guidelines for all
employees.
In February 2010, the Compensation Committee approved grants of
stock options to our executive officers in connection with the
evaluation of our executive officers 2009 performance by
the Compensation Committee and the independent members of our
board. Grants ranging from 40,000 to 65,000 shares were
made to our executive officers other than our CEO, and a grant
of 125,000 shares was made to our CEO. The grants were
intended to reflect the factors discussed above as well as
increased responsibilities associated with management changes in
2009. In addition, the Compensation Committee desired to
increase the total target direct compensation for our CEO to a
level closer to the 50th percentile of the market reference
data, as Ms. Popovits does not hold as significant an
equity stake in our company as does her predecessor,
Dr. Scott. In January 2011, the Compensation Committee
granted our executive officers options to purchase between
40,000 to 90,000 shares of our Common Stock and restricted
stock units to acquire between 4,500 and 10,000 shares of
our common stock, with the largest grants being made to our CEO.
Other Compensation. All of our full-time
employees, including our executive officers, may participate in
our health programs, such as medical, dental and vision care
coverage, and our 401(k) and life and disability insurance
programs.
Compensation
Committee Report
The following report of the Compensation Committee shall not
be deemed to be soliciting material or
filed with the SEC or to be incorporated by
reference into any other filing by Genomic Health under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate it by
reference into a document filed under those Acts.
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis set forth above with our
management. Based on its review and those discussions, the
Compensation Committee recommended to the board of directors
that the Compensation Discussion and Analysis be included in
this Proxy Statement and incorporated by reference into our
Annual Report on
Form 10-K
for the year ended December 31, 2010.
Compensation Committee
Brook H. Byers
Julian C. Baker
Samuel D. Colella
Woodrow A. Myers, Jr., M.D.
17
Named
Executive Officers
The tables that follow provide compensation information for our
named executive officers, including Kimberly J. Popovits,
President and Chief Executive Officer, G. Bradley Cole, Chief
Operating Officer, Chief Financial Officer and Secretary, and
our three most highly compensated executive officers who were
serving as executive officers at the end of 2010, which were
Steven Shak, Joffre B. Baker and Randal W. Scott.
2010
Summary Compensation Table
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Non-Equity
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|
|
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|
Option
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Incentive Plan
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Salary
|
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Awards
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|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)
|
|
($)
|
|
Kimberly J. Popovits
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|
|
2010
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|
|
|
465,000
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|
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1,111,530
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38,585
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|
|
|
1,615,115
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|
President and Chief Executive Officer
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2009
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420,000
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|
|
|
|
|
|
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37,000
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|
|
|
457,000
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|
|
|
|
2008
|
|
|
|
380,000
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562,170
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|
35,350
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|
|
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977,520
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|
G. Bradley Cole
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|
2010
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380,000
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578,340
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32,620
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|
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990,960
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|
Chief Operating Officer, Chief Financial Officer
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2009
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360,000
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|
|
|
|
|
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31,700
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|
|
391,700
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|
and Secretary
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|
|
2008
|
|
|
|
330,000
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|
|
|
468,475
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|
|
|
30,700
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|
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829,175
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|
Steven Shak, M.D.
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|
|
2010
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|
|
|
380,000
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|
|
|
489,360
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|
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|
32,620
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|
|
|
901,980
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|
Chief Medical Officer
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|
2009
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|
380,000
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|
|
|
|
|
|
|
33,400
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|
|
|
413,400
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|
|
|
|
2008
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|
|
|
350,000
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|
|
|
374,780
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|
|
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32,550
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|
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757,330
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|
Joffre B. Baker, Ph.D.
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|
|
2010
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|
|
|
365,000
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|
|
|
489,360
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31,585
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|
|
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885,945
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Chief Scientific Officer
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2009
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365,000
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|
|
|
|
|
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32,100
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|
|
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397,100
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|
|
|
|
2008
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|
|
|
341,000
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374,780
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31,700
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747,480
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Randal W. Scott, Ph.D.
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2010
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290,000
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355,690
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26,310
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672,000
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|
Executive Chairman of the Board
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2009
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290,000
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25,500
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|
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|
315,500
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|
|
|
|
2008
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|
|
|
280,000
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|
|
|
374,780
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|
|
|
26,000
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|
|
|
680,780
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|
|
|
|
(1) |
|
Represents the aggregate fair value of options and stock awards
computed as of the grant date of each option in accordance with
the FASB ASC Topic 178, rather than amounts paid to or realized
by the named individual. There can be no assurance that options
will be exercised (in which case no value will be realized by
the individual) or that the value on exercise will approximate
the compensation expense we recognized. |
On January 27, 2011, stock options and restricted stock
units were granted to our named executive officers as
compensation for 2010 performance as follows:
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Grant Date
|
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Option
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Number of Restriced
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Grant Date Fair Value
|
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Number of Options
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Fair Value of
|
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Exercise
|
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Stock Units
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|
of Restricted Stock Unit
|
Name
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Granted (#)(1)(2)
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Option Awards ($)
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Price ($)
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Granted (#)(2)
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Awards ($)
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Kimberly J. Popovits
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90,000
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1,004,000
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22.98
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10,000
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229,800
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G. Bradley Cole
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60,000
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669,340
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22.98
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6,750
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155,115
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Steven Shak, M.D.
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40,000
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446,220
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22.98
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4,500
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103,410
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Joffre B. Baker, Ph.D.
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40,000
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446,220
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22.98
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4,500
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103,410
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Randal W. Scott, Ph.D.
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40,000
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446,220
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22.98
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4,500
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103,410
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(1) |
|
Options vest over a four year period, becoming exercisable as to
25% of the shares on the first anniversary of the grant date
with the remaining shares vesting monthly thereafter over the
following 36 months. |
|
(2) |
|
All of the options have a term of ten years, subject to earlier
termination in specified events related to termination of
employment. |
|
(3) |
|
Restricted stock units vest as to 1/3 of the shares on
February 15, 2012, 1/3 of the shares on February 15,
2013 and 1/3 of the shares on February 15, 2014 |
18
Outstanding
Equity Awards at Fiscal Year-End
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Number of
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Number of
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Securities
|
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Securities
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Underlying
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Underlying
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Unexercised
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Unexercised
|
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Option
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Options
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Options
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Exercise
|
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Option
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Exercisable
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Unexercisable
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Price
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Expiration
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Name
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(#)
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(#)(1)
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($)(2)
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Date(3)
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Kimberly J. Popovits
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29,613
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2.88
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12/02/14
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50,000
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9.39
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12/01/15
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40,000
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|
18.89
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11/30/16
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22,500
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7,500
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23.31
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12/06/17
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|
30,000
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30,000
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|
|
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17.33
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|
|
|
12/04/18
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|
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125,000
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17.18
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|
02/18/20
|
|
G. Bradley Cole
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|
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97,868
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|
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|
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1.33
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|
|
|
07/06/14
|
|
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|
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17,337
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|
2.88
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12/02/14
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50,000
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9.39
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12/01/15
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40,000
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18.89
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11/30/16
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22,500
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7,500
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23.31
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12/06/17
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25,000
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25,000
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|
|
|
17.33
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12/04/18
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65,000
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|
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|
17.18
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|
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|
02/18/20
|
|
Steven Shak, M.D.
|
|
|
69,348
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|
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|
|
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2.88
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12/02/14
|
|
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50,000
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|
|
|
|
|
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|
9.39
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|
12/01/15
|
|
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|
40,000
|
|
|
|
|
|
|
|
18.89
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|
|
|
11/30/16
|
|
|
|
|
22,500
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|
|
|
7,500
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
17.33
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|
|
|
12/04/18
|
|
|
|
|
|
|
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|
55,000
|
|
|
|
17.18
|
|
|
|
02/18/20
|
|
Joffre B. Baker, Ph.D.
|
|
|
69,348
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|
|
|
|
|
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|
2.88
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|
|
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12/02/14
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
9.39
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|
|
|
12/01/15
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
18.89
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|
|
|
11/30/16
|
|
|
|
|
22,500
|
|
|
|
7,500
|
|
|
|
23.31
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|
|
|
12/06/17
|
|
|
|
|
20,000
|
|
|
|
20,000
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|
|
|
17.33
|
|
|
|
12/04/18
|
|
|
|
|
|
|
|
|
55,000
|
|
|
|
17.18
|
|
|
|
02/18/20
|
|
Randal W. Scott, Ph.D.
|
|
|
40,000
|
|
|
|
|
|
|
|
18.89
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|
|
|
11/30/16
|
|
|
|
|
22,500
|
|
|
|
7,500
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
17.33
|
|
|
|
12/04/18
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
17.18
|
|
|
|
02/18/20
|
|
|
|
|
(1) |
|
Options vest over a four year period, becoming exercisable as to
25% of the shares on the first anniversary of the grant date
with the remaining shares vesting monthly thereafter over the
following 36 months. |
|
(2) |
|
For all grants, the option exercise price is equal to the fair
market value of our common stock on the date of grant. |
|
(3) |
|
All of the options have a term of ten years, subject to earlier
termination in specified events related to termination of
employment. |
19
2010
Option Exercises
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Number of Shares
|
|
|
|
|
Acquired on
|
|
Value Realized on
|
Name
|
|
Exercise (#)
|
|
Exercise ($)(1)
|
|
Kimberly J. Popovits
|
|
|
39,734
|
|
|
|
574,063
|
|
G. Bradley Cole
|
|
|
27,500
|
|
|
|
443,925
|
|
Steven Shak, M.D.
|
|
|
|
|
|
|
|
|
Joffre B. Baker, Ph.D.
|
|
|
|
|
|
|
|
|
Randal W. Scott, Ph.D.
|
|
|
50,000
|
|
|
|
343,000
|
|
|
|
|
(1) |
|
Value realized is based on the fair market value of our common
stock on the date of exercise minus the exercise price and does
not necessarily reflect proceeds actually received by the
individual. |
Compensation
Risk Assessment
In connection with its review of employee compensation and the
compensation process, the Company has concluded that risks
arising from its compensation policies and practices are not
reasonably likely to have a material adverse effect on the
Company.
Equity
Compensation Plan Information
The following table provides information about our common stock
that may be issued upon the exercise of options and rights under
all of our existing equity compensation plans as of
December 31, 2010, including the 2005 Stock Incentive Plan,
or 2005 Plan, and the 2001 Stock Incentive Plan, or 2001 Plan,
but does not include additional shares of common stock that may
be issued if stockholders approve the Employee Stock Purchase
Plan at the Annual Meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
Number of
|
|
|
|
|
|
Available for Future
|
|
|
|
Securities to be
|
|
|
Weighted-Average
|
|
|
Issuance
|
|
|
|
Issued Upon Exercise
|
|
|
Exercise Price of
|
|
|
Under Equity Compensation
|
|
|
|
of Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
Plans (Excluding Securities
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
5,321,715
|
|
|
$
|
17.64
|
|
|
|
3,832,532
|
(1)
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,321,715
|
|
|
$
|
17.64
|
|
|
|
3,832,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 3,832,532 shares available for issuance under the
2005 Plan. The 2001 Plan was terminated upon completion of our
initial public offering in October 2005. No shares of common
stock are available under the 2001 Plan other than to satisfy
exercises of stock options granted under the 2001 Plan prior to
its termination. |
20
Security
Ownership of
Certain Beneficial Owners and Management
The following table sets forth certain information as of
April 13, 2011 as to shares of our common stock
beneficially owned by: (1) each person who is known by us
to own beneficially more than 5% of our common stock,
(2) each of our named executive officers listed in the
summary compensation table, (3) each of our directors and
(4) all of our directors and executive officers as a group.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the
persons and entities named in the table below have sole voting
and investment power with respect to all shares of common stock
that they beneficially own, subject to applicable community
property laws.
In computing the number of shares of common stock beneficially
owned by a person and the percentage ownership of that person,
we deemed outstanding shares of common stock subject to options
held by that person that are currently exercisable or
exercisable within 60 days after April 13, 2011, the
record date for the Annual Meeting. We did not deem these shares
outstanding, however, for the purpose of computing the
percentage ownership of any other person.
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
Common
|
|
|
Number of Shares
|
|
Stock
|
|
|
of Common Stock
|
|
Beneficially
|
Name and Address of Beneficial Owner(1)
|
|
Beneficially Owned
|
|
Owned
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
Entities Affiliated with Baker Brothers Advisors(2)
|
|
|
7,683,889
|
|
|
|
26.3
|
%
|
Entities Affiliated with FMR LLC(3)
|
|
|
1,952,605
|
|
|
|
6.7
|
%
|
Entities Affiliated with AllianceBernstein L.P.(4)
|
|
|
1,571,919
|
|
|
|
5.4
|
%
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
Julian C. Baker(2)
|
|
|
7,683,889
|
|
|
|
26.3
|
%
|
Brook H. Byers(5)
|
|
|
898,185
|
|
|
|
3.1
|
%
|
Fred E. Cohen, M.D., D.Phil.(6)
|
|
|
96,409
|
|
|
|
|
*
|
Samuel D. Colella(7)
|
|
|
1,328,816
|
|
|
|
4.5
|
%
|
Ginger L. Graham(8)
|
|
|
27,218
|
|
|
|
|
*
|
Randall S. Livingston(9)
|
|
|
64,736
|
|
|
|
|
*
|
Woodrow A. Myers, Jr., M.D.(10)
|
|
|
49,906
|
|
|
|
|
*
|
Joffre B. Baker, Ph.D.(11)
|
|
|
457,222
|
|
|
|
1.6
|
%
|
G. Bradley Cole(12)
|
|
|
269,023
|
|
|
|
|
*
|
Kimberly J. Popovits(13)
|
|
|
510,452
|
|
|
|
1.7
|
%
|
Randal W. Scott, Ph.D.(14)
|
|
|
1,676,999
|
|
|
|
5.7
|
%
|
Steven Shak, M.D.(15)
|
|
|
606,069
|
|
|
|
2.1
|
%
|
All directors and executive officers as a group
(12 persons)(16)
|
|
|
13,568,169
|
|
|
|
44.4
|
%
|
|
|
|
* |
|
Represents beneficial ownership of less than 1%. |
|
(1) |
|
Unless otherwise stated, the address of each beneficial owner
listed on the table is
c/o Genomic
Health, Inc., 301 Penobscot Drive, Redwood City, California
94063. |
|
(2) |
|
According to Amendment No. 9 to Schedule 13D filed
jointly on March 8, 2011 and a Form 4 filed jointly on
March 11, 2011 by Julian C. Baker and Felix J. Baker,
Julian C. Baker and Felix J. Baker share voting and dispositive
power with respect to 7,642,639 shares of the
Companys common stock, including 173,897 shares owned
by Baker Bros. Investments, L.P., 194,161 shares owned by
Baker/Tisch Investments, L.P., 20,287 shares owned by Baker
Bros. Investments II, L.P., 5,674,104 shares owned by Baker
Brothers Life |
21
|
|
|
|
|
Sciences, L.P., 152,640 shares owned by 14159, L.P.,
1,253,653 shares owned by 667, L.P., each, a limited
partnership, and 173,897 shares owned by FBB Associates, a
general partnership of which Julian C. Baker and Felix J. Baker
are the sole partners. Also includes options to purchase 41,250
shares of common stock that are exercisable by Julian C. Baker
within 60 days of April 13, 2011, as to which Julian C.
Baker had sole voting and dispositive power. The principal
address for entities affiliated with Baker Brothers Advisors is
677 Madison Avenue, New York, New York 10065.
Mr. Baker disclaims beneficial ownership of the shares held
by the entities affiliated with Baker Brothers Advisors except
to the extent of his pecuniary interest therein. |
|
(3) |
|
According to a Schedule 13G filed jointly on
February 14, 2011 by FMR LLC and Edward C. Johnson
3rd,
Fidelity Management & Research Company
(Fidelity), a registered investment advisor and
wholly-owned subsidiary of FMR LLC, is the beneficial owner of
1,952,605 shares of the Companys common stock. Each
of FMR LLC and Edward C. Johnson
3rd,
Chairman of FMR LLC, through its control of Fidelity, and the
Fidelity funds, has sole power to dispose or direct the
disposition of these shares. Neither FMR LLC or Edward C.
Johnson
3rd has
sole power to vote or direct the voting of these shares, which
power resides with Fidelitys Boards of Trustees. The
principal address for FMR LLC is 82 Devonshire Street, Boston,
Massachusetts 02109. |
|
(4) |
|
According to a Schedule 13G filed on February 9, 2011
by AllianceBernstein L.P., a registered investment advisor and a
majority-owned subsidiary of AXA Financial, Inc. and indirect
majority-owned subsidiary of AXA SA, AllianceBernstein L.P., has
sole power to vote and dispose of or direct the disposition of
1,571,919 shares of the Companys common stock
acquired solely for investment purposes on behalf of client
discretionary investment advisory accounts. The principal
address for AllianceBernstein L.P. is 1345 Avenue of the
Americas, New York, New York 10105. |
|
(5) |
|
Includes options to purchase 41,250 shares of common stock
that are exercisable by Mr. Byers within 60 days of
April 13, 2011. According to Amendment No. 1 to
Schedule 13G filed jointly on February 14, 2011 by
Kleiner Perkins Caufield & Byers X-A, L.P., Kleiner
Perkins Caufield & Byers X-B, L.P. and KPCB X
Associates, L.P. (together, the Kleiner Entities),
809,740 shares are beneficially owned by Kleiner Perkins
Caufield & Byers X-A, L.P. and 22,838 shares are
beneficially owned by Kleiner Perkins Caufield & Byers
X-B, L.P. KPCB X Associates, L.P. is the general partner of
Kleiner Perkins Caufield & Byers X-A, L.P. and Kleiner
Perkins Caufield & Byers X-B, L.P. and may be deemed
to have shared power to vote and dispose of or direct the
disposition of the shares of stock held by Kleiner Perkins
Caufield & Byers X-A, L.P. and Kleiner Perkins
Caufield & Byers X-B, L.P. The principal address for
the Kleiner Entities is 2750 Sand Hill Road, Menlo Park,
California 94025. Mr. Byers, who is also one of our
directors, is a managing member of the general partner and, as
such, has shared voting and investment authority over the shares
held by the Kleiner Entities. Mr. Byers disclaims
beneficial ownership of the shares held by the Kleiner Entities
except to the extent of his pecuniary interest therein. |
|
(6) |
|
Includes options to purchase 41,250 shares of common stock
that are exercisable within 60 days of April 13, 2011
and 6,068 shares held in a family trust, of which
Dr. Cohen is a trustee. |
|
(7) |
|
Includes options to purchase 41,250 shares of common stock
that are exercisable by Mr. Colella within 60 days of
April 13, 2011. Also includes 4,224 shares held by the
Colella Family Partners LP and 8,448 shares held by the
Colella Family Trust. Mr. Colella is the General Partner of
Colella Partners and disclaims beneficial ownership of such
shares held by Colella Partners, except to the extent of his
proportionate pecuniary interest therein, if any.
Mr. Colella is a trustee and beneficiary of the Colella
Family Trust. According to Amendment No. 2 to
Schedule 13G filed jointly on February 14, 2011 by
Versant Venture Capital I, L.P., Versant Side Fund I,
L.P., Versant Affiliates
Fund I-A,
L.P., Versant Affiliates
Fund I-B,
L.P., Versant Ventures I, LLC, Brian G. Atwood, Samuel D.
Colella, Ross A. Jaffe, William J. Link, Donald B. Milder,
Barbara N. Lubash and Rebecca B. Robertson (together, the
Versant Entities) and information provided by the
Versant Entities, Versant Venture Capital I, L.P. has
shared power to vote and dispose of or direct the disposition of
1,082,174 shares, Versant Side Fund I, L.P. has shared
power to vote and dispose of or direct the disposition of
20,838 shares, Versant Affiliates
Fund I-A,
L.P. has shared power to vote and dispose of or direct the
disposition of 19,358 shares, and Versant Affiliates
Fund I-B,
L.P. has shared power to vote and dispose of or direct the
disposition of 37,552 shares. Versant Ventures I, LLC
is the general partner of Versant Venture Capital I, L.P.,
Versant Side Fund I, L.P., Versant Affiliates
Fund I-A,
L.P. and Versant Affiliates
Fund I-B,
L.P |
22
|
|
|
|
|
(the Funds). Brian G. Atwood, Samuel D. Colella,
Ross A. Jaffe, William J. Link, Donald B. Milder, Barbara N.
Lubash and Rebecca B. Robertson, as directors and/or members of
Versant Ventures I, LLC, have shared power to vote and
dispose of or direct the disposition of 1,159,922 shares of
the Companys common stock. Also includes an aggregate of
100,755 shares of the Companys common stock for which the
following directors and/or members of Versant Ventures I,
LLC have the power to vote and dispose of or direct the
disposition: Brian G. Atwood, 32,010 shares; Ross A. Jaffe,
M.D., 16,377 shares; Barbara N. Lubash, 16,412 shares; and
Donald B. Milder, 35,956 shares. The principal address for
the Versant Entities is 3000 Sand Hill Road, #4-210, Menlo Park,
California 94025. Mr. Colella, as a managing director of
Versant Ventures I, LLC, is deemed to have shared voting
and investment power with respect to the shares held by the
Funds. Mr. Colella disclaims beneficial ownership of the
shares held by the Versant Entities, except to the extent of his
pecuniary interest therein. |
|
(8) |
|
Comprises options to purchase 26,812 shares of common stock
that are exercisable within 60 days of April 13, 2011. |
|
(9) |
|
Includes options to purchase 58,587 shares of common stock
that are exercisable within 60 days of April 13, 2011. |
|
(10) |
|
Comprises options to purchase 49,500 shares of common stock
that are exercisable within 60 days of April 13, 2011. |
|
(11) |
|
Includes options to purchase 227,791 shares of common stock
that are exercisable within 60 days of April 13, 2011.
Also includes 36,113 shares held by the Baker Charitable
Remainder Trust and 66,343 shares held by the Joffre and
Diana J. Baker 1998 Trust. Dr. Baker and his wife are
trustees and beneficiaries of both trusts. Does not include
4,500 restricted stock units granted January 27, 2011 that
are subject to vesting. |
|
(12) |
|
Includes options to purchase 268,023 shares of common stock
that are exercisable within 60 days of April 13, 2011.
Does not include 6,750 restricted stock units granted
January 27, 2011 that are subject to vesting. |
|
(13) |
|
Includes options to purchase 201,028 shares of common stock
that are exercisable within 60 days of April 13, 2011.
Also includes 283,292 shares held in a family trust, of which
Ms. Popovits is a trustee, and 13,834 shares held in a
trust for Ms. Popovits son, of which
Ms. Popovits is trustee. Does not include 10,000 restricted
stock units granted January 27, 2011 that are subject to
vesting. |
|
(14) |
|
Includes options to purchase 104,589 shares of common stock
that are exercisable within 60 days of April 13, 2011.
Also includes 3,466 shares held for the benefit of
Dr. Scotts children, of which Dr. Scotts
sister is trustee. Does not included 4,500 restricted stock
units granted January 27, 2011 that are subject to vesting. |
|
(15) |
|
Includes options to purchase 217,791 shares of common stock
that are exercisable within 60 days of April 13, 2011.
Does not include 4,500 restricted stock units granted
January 27, 2011 that are subject to vesting. |
|
(16) |
|
Includes options to purchase 1,319,121 shares of common
stock that are exercisable within 60 days of April 13,
2011. Does not include 34,150 restricted stock units granted
January 27, 2011 that are subject to vesting. |
23
Report of
the Audit Committee
The Audit Committee operates under a written charter adopted by
the board of directors. A link to the Audit Committee Charter is
available on our website at www.genomichealth.com. All members
of the Audit Committee meet the independence standards
established by The NASDAQ Stock Market.
The Audit Committee assists the board of directors in fulfilling
its responsibility to oversee managements implementation
of Genomic Healths financial reporting process. It is not
the duty of the Audit Committee to plan or conduct audits or to
determine that the financial statements are complete and
accurate and are in accordance with generally accepted
accounting principles, or to assess or determine the
effectiveness of the Companys internal control over
financial reporting. Management is responsible for the financial
statements and the reporting process, including the system of
internal control over financial reporting and disclosure
controls. The independent registered public accounting firm is
responsible for expressing an opinion on the conformity of those
financial statements with accounting principles generally
accepted in the United States and of the effectiveness of the
Companys internal control over financial reporting.
In discharging its oversight role, the Audit Committee reviewed
and discussed the audited financial statements contained in the
Annual Report on
Form 10-K
for the year ended December 31, 2010 with Genomic
Healths management and the independent registered public
accounting firm.
The Audit Committee has discussed issues deemed significant by
the independent registered public accounting firm, including
those required by AICPA Professional Standards, Vol. 1, AU
section 380, as adopted by the Public Company Accounting
Oversight Board in Rule 3200T. In addition, the Audit
Committee has received the written disclosures and the letter
from the independent registered public accounting firm required
by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent registered public
accounting firms communications with the Audit Committee
concerning independence, and has discussed with the independent
registered public accounting firm such firms independence.
The Audit Committee has discussed with Genomic Healths
independent registered public accounting firm, with and without
management present, their evaluations of Genomic Healths
internal control over financial reporting and the overall
quality of Genomic Healths financial reporting.
In reliance on the reviews and discussion with management and
the independent registered public accounting firm referred to
above, the Audit Committee recommended to the board of
directors, and the board approved, the inclusion of the audited
financial statements in Genomic Healths Annual Report on
Form 10-K
for the year ended December 31, 2010, for filing with the
SEC. The Audit Committee has appointed Ernst & Young
LLP to serve as Genomic Healths independent registered
public accounting firm for the 2011 fiscal year.
Audit Committee
Randall S. Livingston
Fred E. Cohen, M.D., D.Phil.
Ginger L. Graham
24
Proposal 2
Approval
of the Genomic Health, Inc. Employee Stock Purchase
Plan
Our board of directors adopted the Genomic Health, Inc. Employee
Stock Purchase Plan, or ESPP, on January 27, 2011, to be
effective on July 1, 2011, subject to the approval of
stockholders at the Annual Meeting. The purpose of the ESPP is
to provide eligible employees with an opportunity to increase
their proprietary interest in the success of our company by
purchasing common stock from the company at favorable terms and
to pay for their purchases through payroll deductions. The board
of directors believes that establishing an ESPP will enable the
Company to attract, retain and motivate valued employees. A
total of 1,250,000 shares of common stock will be reserved
for issuance under our ESPP.
The following summary of the principal features of the ESPP is
qualified by reference to the terms of the ESPP, a copy of which
is available without charge upon stockholder request to the
Secretary, Genomic Health, Inc., 301 Penobscot Drive, Redwood
City, California 94063. The ESPP has also been filed
electronically with the Securities and Exchange Commission
together with this Proxy Statement and can be accessed on the
Securities and Exchange Commisions website at
http://www.sec.gov.
Administration. Except as noted below, our
ESPP will be administered by the Compensation Committee of our
board of directors. The Compensation Committee has the authority
to construe, interpret and apply the terms of the ESPP, to
determine eligibility, to establish such limitations and
procedures as it determines are consistent with the ESPP and to
adjudicate any disputed claims under the ESPP.
Eligibility. Each full-time and part-time
employee, including our officers and employee directors and
employees of participating subsidiaries, who is employed by us
on the day preceding the start of any offering period will be
eligible to participate in the ESPP. Our ESPP does not require
that an employee work a specified number of hours per week or be
employed by us for a specified period of time prior to becoming
eligible to participate in the ESPP. Our ESPP will permit an
eligible employee to purchase common stock through payroll
deductions, which may not be less than 1% nor more than 15% of
the employees salary, with the actual limit determined by
the Compensation Committee from time to time. However, no
employee is eligible to participate in the ESPP if, immediately
after electing to participate, the employee would own stock of
the Company (including stock such employee may purchase under
this plan or other outstanding options) representing 5% or more
of the total combined voting power or value of all classes of
our stock. No employee will be able to purchase more than such
number of shares as may be determined by the Compensation
Committee with respect to a single offering period, or purchase
period, if applicable. In addition, no employee is permitted to
accrue, under the ESPP and all similar purchase plans of the
Company or its subsidiaries, a right to purchase stock of the
Company having a value in excess of $25,000 of the fair market
value of such stock (determined at the time the right is
granted) for each calendar year. Employees will be able to
withdraw their accumulated payroll deductions prior to the end
of the offering period in accordance with the terms of the
offering. Participation in our ESPP will end automatically on
termination of employment with us.
Offering Periods and Purchase Price. Our ESPP
will be implemented through a series of offerings of purchase
rights to eligible employees. Under the ESPP, except as noted
below, the Compensation Committee may specify offerings with a
duration of not more than 27 months, and may specify
shorter purchase periods within each offering. During each
purchase period, payroll deductions will accumulate, without
interest. On the last day of the purchase period, accumulated
payroll deductions will be used to purchase common stock for
employees participating in the offering.
The purchase price will be specified pursuant to the offering,
but cannot, under the terms of the ESPP, be less than 85% of the
fair market value per share of our common stock on either the
last trading day preceding the offering date or on the purchase
date, whichever is less.
Our board of directors has determined that the purchase periods
initially shall have a duration of six months and that the
purchase price will be 85% of the fair market value per share of
our common stock on either the last trading day preceding the
offering date or the purchase date, whichever is less. The
length of the purchase period applicable to U.S. employees
and the purchase price may not be changed without the approval
of the independent board members of our board of directors.
25
Reset Feature. The Compensation Committee may
specify that if the fair market value of a share of our common
stock on any purchase date within a particular offering period
is less than or equal to the fair market value on the start date
of that offering period, then the offering period will
automatically terminate and the employee in that offering period
will automatically be transferred and enrolled in a new offering
period which will begin on the next day following such purchase
date.
Changes to Capital Structure. In the event
that there is a specified type of change in our capital
structure, such as a stock split, appropriate adjustments will
be made to (a) the number of shares reserved under the
ESPP, (b) the individual and aggregate participant share
limitations described in the plan and (c) the price of
shares that any participant has elected to purchase.
Corporate Reorganization. Immediately before a
corporate reorganization, the offering period and purchase
period then in progress shall terminate and stock will be
purchased with the accumulated payroll deductions, unless the
ESPP is assumed by the surviving corporation or its parent
corporation under the plan of merger or consolidation.
Amendment and Termination. Our board of
directors will have the right to amend, suspend or terminate the
ESPP at any time. Any increase in the aggregate number of shares
of stock to be issued under the ESPP is subject to stockholder
approval. Any other amendment is subject to stockholder approval
only to the extent required under applicable law or regulation.
Certain
Federal Income Tax Consequences of Participating in the Employee
Stock Purchase Plan
The following brief summary of the effect of U.S. federal
income taxation upon the participant and the Company with
respect to the shares purchased under the ESPP does not purport
to be complete, and does not discuss the tax consequences of a
participants death or the income tax laws of any state or
non-U.S. jurisdiction
in which the participant may reside.
The ESPP, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of
Sections 421 and 423 of the Internal Revenue Code of 1986,
as amended. Under these provisions, no income will be taxable to
a participant until the shares purchased under the ESPP are sold
or otherwise disposed of. Upon sale or other disposition of the
shares, the participant generally will be subject to tax in an
amount that depends upon the holding period. If the shares are
sold or otherwise disposed of more than 2 years from the
first day of the applicable offering and 1 year from the
applicable date of purchase, the participant will recognize
ordinary income measured as the lesser of (a) the excess of
the fair market value of the shares at the time of such sale or
disposition over the purchase price, or (b) the excess of
the fair market value of a share on the offering date that the
right was granted over the purchase price for the right. Any
additional gain will be treated as long-term capital gain. If
the shares are sold or otherwise disposed of before the
expiration of either of these holding periods, the participant
will recognize ordinary income generally measured as the excess
of the fair market value of the shares on the date the shares
are purchased over the purchase price. Any additional gain or
loss on such sale or disposition will be long-term or short-term
capital gain or loss, depending on how long the shares have been
held from the date of purchase. The Company generally is not
entitled to a deduction for amounts taxed as ordinary income or
capital gain to a participant except to the extent of ordinary
income recognized by participants upon a sale or disposition of
shares prior to the expiration of the holding periods described
above.
Plan
Benefits
Purchase rights are subject to a participants discretion,
including an employees decision not to participate in the
ESPP, and awards under the ESPP are not determinable. Directors
who are not employees are not eligible to participate in, and
will not receive any benefit under, the ESPP.
Required
Vote
Approval of the Employee Stock Purchase Plan requires the
affirmative vote of a majority of the shares of present and
voting at the Annual Meeting in person or by proxy.
26
Your board of directors recommends a vote FOR approval of the
Genomic Health, Inc. Employee Stock Purchase Plan.
Proposal 3
Non-binding
Advisory Vote on Executive Compensation
The recently enacted Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, or the Dodd-Frank Act, requires that we
provide our stockholders with the opportunity to vote to
approve, on a nonbinding, advisory basis, the compensation of
our named executive officers as disclosed in this Proxy
Statement in accordance with the compensation disclosure rules
of the Securities and Exchange Commission.
As described in detail under the heading Executive
Compensation Compensation Discussion and
Analysis, our executive compensation programs are designed
to attract and retain our named executive officers, who are
critical to our success. Under these programs, our named
executive officers are rewarded for the achievement of annual
and long-term corporate objectives, and the creation of
increased stockholder value. Please read the Compensation
Discussion and Analysis for additional details about our
executive compensation programs, including information about the
2010 compensation of our named executive officers.
We are asking our stockholders to indicate their support for our
named executive officer compensation as described in this Proxy
Statement. This proposal, commonly known as a
say-on-pay
proposal, gives our stockholders the opportunity to express
their views on our named executive officers compensation.
This vote is advisory, which means that the vote on executive
compensation is not binding on us, our board of directors or the
Compensation Committee of the board of directors. This vote is
not intended to address any specific item of compensation, but
rather the vote relates to the compensation of our named
executive officers as a whole, as described in this Proxy
Statement in accordance with the compensation disclosure rules
of the Securities and Exchange Commission. Accordingly, we will
ask our stockholders to vote for the following resolution at the
annual meeting:
RESOLVED, that the Companys stockholders approve, on
a non-binding advisory basis, the compensation of the named
executive officers, as disclosed in the Companys Proxy
Statement for the 2011 Annual Meeting of Stockholders pursuant
to the compensation disclosure rules of the Securities and
Exchange Commission, including the Compensation Discussion and
Analysis, the Summary Compensation Table and the other related
tables and disclosure.
Your board of directors recommends a vote FOR approval of the
compensation of our named executive officers.
Proposal 4
Non-binding
Advisory Vote on the Frequency of a Non-binding Advisory
Vote on
Executive Compensation
The Dodd-Frank Act requires that we provide our stockholders
with the opportunity to vote, on a nonbinding, advisory basis,
for their preference as to how frequently to vote on future
advisory votes on the compensation of our named executive
officers as disclosed in accordance with the compensation
disclosure rules of the Securities and Exchange Commission.
Stockholders may indicate whether they would prefer that we
conduct future advisory votes on executive compensation every
year, every two years or every three years. Stockholders also
may abstain from casting a vote on this proposal.
Our board of directors has determined that a non-binding
advisory vote on executive compensation that occurs annually is
the most appropriate alternative for us and, therefore, the
board of directors recommends that you vote for the option of
every year for the advisory vote on executive compensation. In
determining to recommend that stockholders vote for a frequency
of every year, our board of directors was influenced by the fact
that the
27
compensation of our named executive officers is evaluated,
adjusted and approved on an annual basis. By providing an
advisory vote on executive compensation on an annual basis, our
stockholders will be able to indicate their approval of or
dissatisfaction with respect to our compensation philosophy,
policies and practices as disclosed in the proxy statement every
year.
This vote is advisory, which means that it is not binding on us,
our board of directors or the Compensation Committee of the
board of directors. The board of directors and the Compensation
Committee will take into account the outcome of the vote;
however, when considering the frequency of future advisory votes
on executive compensation, the board of directors may decide
that it is in the best interests of our stockholders and the
Company to hold an advisory vote on executive compensation more
or less frequently than the frequency receiving the most votes
cast by our stockholders.
Stockholders have the opportunity to choose among four options
(holding the vote every year, every two years, every three
years, or abstaining from voting) and, therefore, stockholders
will not be voting to approve or disapprove the recommendation
of the board of directors.
Your board of directors recommends a vote for the option of
EVERY YEAR as the frequency for advisory votes on executive
compensation.
Proposal 5
Ratification
of the Appointment of Independent Registered Public Accounting
Firm
The Audit Committee has appointed Ernst & Young LLP as
our independent registered public accounting firm for the year
ending December 31, 2011. Ernst & Young LLP has
audited our financial statements since our inception in 2000.
Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting. They will have an opportunity
to make a statement, if they desire to do so, and will be
available to respond to appropriate questions. Although
stockholder ratification of our independent registered public
accounting firm is not required by our Bylaws or otherwise, we
are submitting the selection of Ernst & Young LLP to
our stockholders for ratification to permit stockholders to
participate in this important corporate decision.
Principal
Accountant Fees and Services
Aggregate fees for professional services rendered for us by
Ernst & Young LLP for the years ended
December 31, 2010 and 2009 were as follows:
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Services Provided
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2010
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2009
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Audit
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$
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728,000
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$
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639,000
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Audit-related
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Tax
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116,000
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143,000
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All Other
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$
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844,000
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$
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782,000
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Audit. For the years ended December 31,
2010 and 2009, audit fees were for the integrated audits of our
annual financial statements and our internal control over
financial reporting and the review of quarterly financial
statements included in our quarterly reports on
Form 10-Q.
For the year ended December 31, 2010, audit fees also
included work related to our
S-3 filing.
For the year ended December 31, 2009, audit fees also
included work related to our
S-8 filing.
Tax. For the years ended December 31,
2010 and 2009, tax fees were for the preparation of our tax
returns, tax planning, tax consulting services, and consultation
and assistance with establishing foreign subsidiaries, including
transfer pricing, foreign tax guidance, expatriate services and
other international tax matters.
28
Audit
Committee Pre-Approval Policies and Procedures
The Audit Committee has implemented pre-approval policies and
procedures related to the provision of audit and non-audit
services. Under these procedures, the Audit Committee
pre-approves both the type of services to be provided by
Ernst & Young LLP and the estimated fees related to
these services. All of the services in 2009 and 2010 were
pre-approved.
During the approval process, the Audit Committee considers the
impact of the types of services and the related fees on the
independence of the independent registered public accounting
firm. The services and fees must be deemed compatible with the
maintenance of that firms independence, including
compliance with rules and regulations of the SEC.
Throughout the year, the Audit Committee will review any
revisions to the estimates of audit and non-audit fees initially
approved.
Required
Vote
Ratification of the appointment of Ernst & Young LLP
requires the affirmative vote of a majority of the shares
present and voting at the Annual Meeting in person or by proxy.
Unless marked to the contrary, proxies received will be voted
FOR ratification of the appointment. In the event
ratification is not obtained, the Audit Committee will review
its future selection of our independent registered public
accounting firm but will not be required to select a different
independent registered public accounting firm. Even if the
selection is ratified, the Audit Committee in its discretion may
direct the appointment of a different independent registered
public accounting firm at any time during the year if the Audit
Committee determines that such a change would be in the best
interests of our company and our stockholders.
Your board of directors recommends a vote FOR ratification of
Ernst & Young LLP as our independent registered public
accounting firm.
Stockholder
Proposals for the 2012 Annual Meeting
If a stockholder wishes to present a proposal to be considered
for inclusion in our proxy statement for the 2012 Annual Meeting
of Stockholders, the proponent and the proposal must comply with
the proxy proposal submission rules of the SEC. One of the
requirements is that the proposal be received by Genomic
Healths Secretary no later than December 31, 2011.
Proposals we receive after that date will not be included in the
proxy statement. We urge stockholders to submit proposals by
Certified Mail Return Receipt Requested.
A stockholder proposal not included in our proxy statement for
the 2012 Annual Meeting will not be eligible for presentation at
the meeting unless the stockholder gives timely notice of the
proposal in writing to our Secretary at our principal executive
offices and otherwise complies with the provisions of our
Bylaws. To be timely, our Bylaws provide that we must have
received the stockholders notice not less than
90 days nor more than 120 days prior to the first
anniversary date of the preceding years annual meeting;
however, if we have not held an annual meeting in the previous
year or the date of the annual meeting is called for a date that
is more than 30 days before or more than 60 days after
the first anniversary date of the preceding years annual
meeting, we must have received the stockholders notice not
later than the close of business on the later of the
90th day prior to the date of the scheduled annual meeting
or the 7th day following the earlier of the day on which
notice of the annual meeting date was mailed or the day of the
first public announcement of the annual meeting date. An
adjournment or postponement of an annual meeting will not
commence a new time period or extend any time period for the
giving of the stockholders notice described above. The
stockholders notice must set forth, as to each proposed
matter, the information required by our Bylaws. The presiding
officer of the meeting may refuse to acknowledge any matter not
made in compliance with the foregoing procedure.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our executive officers and directors, and persons who
own more than 10% of a registered class of our equity
securities, to file reports of ownership on Forms 3, 4 and
29
5 with the SEC. Officers, directors and greater than 10%
stockholders are required to furnish us with copies of all
Forms 3, 4 and 5 they file.
Based solely on our review of the copies of such forms we have
received and written representations from certain reporting
persons that they filed all required reports, we believe that
all of our officers, directors and greater than 10% stockholders
complied with all Section 16(a) filing requirements
applicable to them with respect to transactions during 2010,
except a Form 4 related to the exercise of stock options
and subsequent sale of 4,000 shares of our common stock
pursuant to a
Rule 10b5-1
sales plan by Kimberly J. Popovits on August 16, 2010, due
on August 18, 2010, was inadvertently not filed until
August 19, 2010.
Other
Matters
Your board of directors does not know of any other business that
will be presented at the Annual Meeting. If any other business
is properly brought before the Annual Meeting, the proxy holders
will vote in accordance with their judgment unless you direct
them otherwise in your proxy instructions.
Whether or not you intend to be present at the Annual Meeting,
we urge you to vote by signing and mailing the enclosed proxy or
voting by telephone or the Internet promptly.
By Order of the Board of Directors
G. Bradley Cole
Chief Operating Officer and Secretary
Redwood City, California
April 29, 2011
Our Annual Report on
Form 10-K
for the year ended December 31, 2010 has been mailed with
this Proxy Statement. We will provide copies of exhibits to our
Annual Report on
Form 10-K,
but will charge a reasonable fee per page to any requesting
stockholder. Stockholders may make such requests in writing to
Secretary, Genomic Health, Inc., 301 Penobscot Drive, Redwood
City, California 94063. The request must include a
representation by the stockholder that, as of April 13,
2011, the stockholder was entitled to vote at the Annual
Meeting. Our Annual Report on
Form 10-K
and exhibits are also available at www.genomichealth.com.
30
GENOMIC HEALTH, INC.
EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
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SECTION 1 Purpose Of The Plan |
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1 |
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SECTION 2 Definitions |
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1 |
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(a) Board |
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1 |
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(b) Code |
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1 |
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(c) Committee |
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1 |
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(d) Company |
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1 |
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(e) Compensation |
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1 |
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(f) Corporate Reorganization |
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(g) Eligible Employee |
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1 |
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(h) Exchange Act |
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2 |
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(i) Fair Market Value |
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2 |
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(j) Offering |
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2 |
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(k) Offering Date |
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2 |
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(l) Offering Period |
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2 |
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(m) Participant |
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2 |
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(n) Participating Company |
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2 |
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(o) Plan |
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2 |
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(p) Plan Account |
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2 |
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(q) Purchase Date |
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3 |
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(r) Purchase Period |
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3 |
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(s) Purchase Price |
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3 |
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(t) Stock |
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3 |
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(u) Subsidiary |
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3 |
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SECTION 3 Administration Of The Plan |
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3 |
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(a) Committee Composition |
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3 |
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(b) Committee Responsibilities |
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3 |
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SECTION 4 Enrollment And Participation |
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4 |
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(a) Offering Periods |
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4 |
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(b) Enrollment |
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4 |
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(c) Duration of Participation |
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4 |
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SECTION 5 Employee Contributions |
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5 |
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(a) Frequency of Payroll Deductions |
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5 |
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(b) Amount of Payroll Deductions |
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5 |
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(c) Changing Withholding Rate |
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5 |
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(d) Discontinuing Payroll Deductions |
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5 |
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SECTION 6 Withdrawal From The Plan |
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(a) Withdrawal |
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5 |
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(b) Re-enrollment After Withdrawal |
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6 |
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SECTION 7 Change In Employment Status |
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6 |
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(a) Termination of Employment |
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(b) Leave of Absence |
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6 |
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(c) Death |
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SECTION 8 Plan Accounts And Purchase Of Shares |
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(a) Plan Accounts |
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6 |
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(b) Purchase Price |
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(c) Number of Shares Purchased |
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6 |
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(d) Available Shares Insufficient |
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7 |
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(e) Issuance of Stock |
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7 |
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(f) Unused Cash Balances |
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7 |
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(g) Stockholder Approval |
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SECTION 9 Limitations On Stock Ownership |
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(a) Five Percent Limit |
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(b) Dollar Limit |
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8 |
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SECTION 10 Rights Not Transferable |
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8 |
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SECTION 11 No Rights As An Employee |
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SECTION 12 No Rights As A Stockholder |
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SECTION 13 Securities Law Requirements |
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8 |
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SECTION 14 Stock Offered Under The Plan |
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(a) Authorized Shares |
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(b) Antidilution Adjustments |
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(c) Reorganizations |
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SECTION 15 Amendment Or Discontinuance |
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SECTION 16 Execution |
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10 |
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GENOMIC HEALTH, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1 Purpose Of The Plan.
The Plan was adopted by the Board on January 27, 2011 and shall be effective on July 1, 2011,
subject to stockholder approval (the Effective Date). The purpose of the Plan is to provide
Eligible Employees with an opportunity to increase their proprietary interest in the success of the
Company by purchasing Stock from the Company on favorable terms and to pay for such purchases
through payroll deductions. The Plan is intended to qualify under section 423 of the Code.
SECTION 2 Definitions.
(a) Boardmeans the Board of Directors of the Company, as constituted from time to
time.
(b) Codemeans the Internal Revenue Code of 1986, as amended.
(c) Committeemeans a committee designated by the Board, as described in Section 3.
(d) Companymeans Genomic Health, Inc., a Delaware corporation.
(e) Compensationmeans the basic compensation and commissions paid in cash to a
Participant by a Participating Company, without reduction for any pre-tax contributions made by the
Participant under sections 401(k) or 125 of the Code. Compensation shall exclude bonuses,
incentive compensation, overtime pay, shift premiums and other extraordinary compensation, all
non-cash items, moving or relocation allowances, cost-of-living equalization payments, car
allowances, tuition reimbursements, imputed income attributable to cars or life insurance,
severance pay, fringe benefits, contributions or benefits received under employee benefit plans,
income attributable to the exercise of stock options, and similar items. The Committee shall
determine whether a particular item is included in Compensation.
(f) Corporate Reorganizationmeans:
(i) The consummation of a merger or consolidation of the Company with or into another
entity, or any other corporate reorganization; or
(ii) The sale, transfer or other disposition of all or substantially all of the
Companys assets or the complete liquidation or dissolution of the Company.
(g) Eligible Employee means any employee of a Participating Company. The foregoing
notwithstanding, an individual shall not be considered an Eligible Employee if his or her
participation in the Plan is prohibited by the law of any country which has jurisdiction over him
or her.
1
(h) Exchange Actmeans the Securities Exchange Act of 1934.
(i) Fair Market Valuemeans the fair market value of a share of Stock, determined by
the Committee as follows:
(i) If the Stock was traded on The NASDAQ Stock Market on the date in question, then
the Fair Market Value shall be equal to the last reported sale price quoted for such date by
The NASDAQ Stock Market;
(ii) If Stock was traded on any other United States securities exchange, including the
New York Stock Exchange, on the date in question, then the Fair Market Value shall be equal
to the closing price reported for such date by the applicable composite transactions report;
or
(iii) If the Stock was not listed for trading on a United States securities exchange
but traded over-the-counter on the date in question, then the Fair Market Value shall be
equal to the closing price for such date or, if no closing price is reported, shall be equal
to the mean between the last reported representative bid and ask prices for such date, as
reported by OTC Markets Group Inc. or similar organization;
(iv) If none of the foregoing provisions is applicable, then the Fair Market Value
shall be determined by the Committee in good faith on such basis as it deems appropriate.
For any date that is not a Trading Day, the Fair Market Value of a share of Stock for such
date shall be determined by using the last reported, closing or bid and asked prices, as
applicable, for the immediately preceding Trading Day. In all cases, the determination of Fair
Market Value by the Committee shall be conclusive and binding on all persons.
(j) Offeringmeans the grant of options to purchase shares of Stock under the Plan to
Eligible Employees.
(k) Offering Datemeans the first day of an Offering.
(l) Offering Periodmeans a period with respect to which the right to purchase Stock
may be granted under the Plan, as determined pursuant to Section 4(a).
(m) Participantmeans an Eligible Employee who elects to participate in the Plan, as
provided in Section 4(b).
(n) Participating Companymeans (i) the Company and (ii) each present or future
Subsidiary designated by the Committee as a Participating Company.
(o) Planmeans this Genomic Health, Inc. Employee Stock Purchase Plan, as it may be
amended from time to time.
(p) Plan Accountmeans the account established for each Participant pursuant to
Section 8(a).
2
(q) Purchase Datemeans one or more dates during an Offering on which shares of Stock
may be purchased pursuant to the terms of the Offering.
(r) Purchase Periodmeans one or more successive periods during an Offering,
beginning on the Offering Date or on the day after a Purchase Date, and ending on the next
succeeding Purchase Date.
(s) Purchase Pricemeans the price at which Participants may purchase shares of Stock
under the Plan, as determined pursuant to Section 8(b).
(t) Stockmeans the Common Stock of the Company.
(u) Subsidiarymeans any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
(r) Trading Daymeans a day on which the primary securities exchange on which the
Stock is traded is open for trading or, if the Stock is not traded on a national securities
exchange a day on which The NASDAQ Stock Market is open for trading.
SECTION 3 Administration Of The Plan.
(a) Committee Composition. The Plan shall be administered by the Committee. The
Committee shall consist exclusively of one or more directors of the Company, who shall be appointed
by the Board.
(b) Committee Responsibilities. The Committee shall have full power and authority,
subject to the provisions of the Plan, to promulgate such rules and regulations as it deems
necessary for the proper administration of the Plan, to interpret the provisions and supervise the
administration of the Plan, and to take all action in connection therewith or in relation thereto
as it deems necessary or advisable. Any decision reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made at a meeting duly held.
The Committees determinations under the Plan, unless otherwise determined by the Board, shall be
final and binding on all persons. The Company shall pay all expenses incurred in the
administration of the Plan. No member of the Committee shall be personally liable for any action,
determination, or interpretation made in good faith with respect to the Plan, and all members of
the Committee shall be fully indemnified by the Company with respect to any such action,
determination or interpretation. The Committee may adopt such rules, guidelines and forms as it
deems appropriate to implement the Plan, including sub plans which the Committee may establish
(which need not qualify under Section 423 of the Code) for the purpose of (i) facilitating
participation in the Plan by non-U.S. employees in compliance with foreign laws and regulations
without affecting the qualification of the remainder of the Plan under Section 423 of the Code, or
(ii) qualifying the Plan for preferred tax treatment under foreign tax laws (which sub plans, at
the Committees discretion, may provide for allocations of the authorized Shares reserved for issue
under the Plan as set forth in Section 14(a)). The rules of such sub plans may take precedence
over other provisions of the Plan, with the exception of Section 14(a), but unless otherwise
superseded by the terms of such sub plan, the provisions of the Plan shall govern the
3
operation of
such sub plan. Alternatively and in order to comply with the laws of a foreign jurisdiction, the
Committee shall have the power, in its discretion, to grant options in an Offering to citizens or
residents of a non-U.S. jurisdiction (without regard to whether they are also citizens of the
United States or resident aliens) that provide terms which are less favorable than the terms of
options granted under the same Offering to employees resident in the United States, subject to
compliance with Section 423 of the Code. Notwithstanding anything to the contrary in the Plan,
the Board may, in its sole discretion, at any time and from time to time, resolve to
administer the Plan. In such event, the Board shall have all of the authority and responsibility
granted to the Committee herein.
SECTION 4 Enrollment And Participation.
(a) Offering Periods. While the Plan is in effect, the Committee may from time to
time grant options to purchase shares of Stock pursuant to the Plan to Eligible Employees during a
specified Offering Period. Each such Offering shall be in such form and shall contain such terms
and conditions as the Committee shall determine, subject to compliance with the terms and
conditions of the Plan (which may be incorporated by reference) and the requirements of Section 423
of the Code, including the requirement that all Eligible Employees have the same rights and
privileges. The Committee shall specify prior to the commencement of each Offering (i) the period
during which the Offering shall be effective, which may not exceed 27 months from the Offering Date
and may include one or more successive Purchase Periods within the Offering, (ii) the Purchase
Dates and Purchase Price for shares of Stock which may be purchased pursuant to the Offering, and
(iii) if applicable, any limits on the number of shares purchasable by a Participant, or by all
Participants in the aggregate, during any Offering Period or, if applicable, Purchase Period, in
each case consistent with the limitations of the Plan. The Committee shall have the discretion to
provide for the automatic termination of an Offering following any Purchase Date on which the Fair
Market Value of a share of Stock is equal to or less than the Fair Market Value of a share of Stock
on the Offering Date, and for the Participants in the terminated Offering to be automatically
re-enrolled in a new Offering that commences immediately after such Purchase Date. The terms and
conditions of each Offering need not be identical, and shall be deemed incorporated by reference
and made a part of the Plan.
(b) Enrollment. Any individual who, on the day preceding the first day of an Offering
Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such
Offering Period by executing the enrollment form prescribed for this purpose by the Company. The
enrollment form shall be filed with the Company in accordance with such procedures as may be
established by the Company.
(c) Duration of Participation. Once enrolled in the Plan, a Participant shall
continue to participate in the Plan until he or she ceases to be an Eligible Employee or withdraws
from the Plan under Section 6(a). A Participant who withdrew from the Plan under Section 6(a) may
again become a Participant, if he or she then is an Eligible Employee, by following the procedure
described in Subsection (b) above. A Participant whose employee contributions were discontinued
automatically under Section 9(b) shall automatically resume participation at the beginning of the
earliest Offering Period ending in the next calendar year, if he or she then is an Eligible
Employee. When a Participant reaches the end of an Offering Period but his or her
4
participation is
to continue, then
such Participant shall automatically be re-enrolled for the Offering Period that commences
immediately after the end of the prior Offering Period.
SECTION 5 Employee Contributions.
(a) Frequency of Payroll Deductions. A Participant may purchase shares of Stock under
the Plan solely by means of payroll deductions; provided, however, that to the extent provided in
the terms and conditions of an Offering, a Participant may also make contributions through payment
by cash or check prior to one or more Purchase Dates during the Offering. Payroll deductions,
subject to the provisions of Subsection (b) below or as otherwise provided by the Committee, shall
occur on each payday during participation in the Plan.
(b) Amount of Payroll Deductions. An Eligible Employee shall designate on the
enrollment form the portion of his or her Compensation that he or she elects to have withheld for
the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employees
Compensation, but not less than 1% nor more than 15%, or such lesser percentage provided in the
terms or conditions of an Offering. However, no payroll deduction will be made unless a
Participant timely files the proper form with the Company after a registration statement covering
the Stock is filed and effective under the Securities Act of 1933.
(c) Changing Withholding Rate. A Participant may not increase the rate of payroll
withholding during the Offering Period, but unless otherwise provided under the terms and
conditions of an Offering, may decrease the rate of payroll withholding to a whole percentage of
his or her Compensation that is not less than 1% in accordance with such procedures and subject to
such limitations as the Company may establish for all Participants. A Participant may also
increase or decrease the rate of payroll withholding effective for a new Offering Period by filing
a new enrollment form with the Company at the prescribed location and time. The new withholding
rate shall be a whole percentage of the Eligible Employees Compensation, but not less than 1% nor
more than 15%, or such lesser percentage provided in the terms or conditions of an Offering.
(d) Discontinuing Payroll Deductions. If a Participant wishes to discontinue employee
contributions entirely, he or she may do so by withdrawing from the Plan pursuant to Section 6(a).
In addition, employee contributions may be discontinued automatically pursuant to Section 9(b).
SECTION 6 Withdrawal From The Plan.
(a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the
prescribed form with the Company at the prescribed location. Such withdrawal may be elected at any
time before the
last day of an Offering Period, except as otherwise provided in the Offering. In addition, if
payment by cash or check is permitted under the terms and conditions of an Offering, Participants
may be deemed to withdraw from the Plan by declining or failing to remit timely payment to the
Company for the shares of Stock. As soon as reasonably practicable thereafter, payroll deductions
shall cease and the entire amount credited to the Participants Plan Account shall be refunded to
him or her in cash, without interest. No partial withdrawals shall be permitted.
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(b) Re-enrollment After Withdrawal. A former Participant who has withdrawn from the
Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(b).
Re-enrollment may be effective only at the commencement of an Offering Period.
SECTION 7 Change In Employment Status.
(a) Termination of Employment. Termination of employment as an Eligible Employee for
any reason, including death, shall be treated as an automatic withdrawal from the Plan under
Section 6(a). A transfer from one Participating Company to another shall not be treated as a
termination of employment.
(b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to
terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of
absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed
to terminate three months after the Participant goes on a leave, unless a contract or statute
guarantees his or her right to return to work. Employment shall be deemed to terminate in any
event when the approved leave ends, unless the Participant immediately returns to work.
(c) Death. In the event of the Participants death, the amount credited to his or her
Plan Account shall be paid to the Participants estate.
SECTION 8 Plan Accounts And Purchase Of Shares.
(a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name
of each Participant. Whenever an amount is deducted from the Participants Compensation under the
Plan, such amount shall be credited to the Participants Plan Account. Amounts credited to Plan
Accounts shall not be trust funds and may be commingled with the Companys general assets and
applied to general corporate purposes. No interest shall be credited to Plan Accounts.
(b) Purchase Price. The Purchase Price for each share of Stock purchased during an Offering Period shall not be
less than the lesser of:
(i) 85% of the Fair Market Value of such share on the Purchase Date; or
(ii) 85% of the Fair Market Value of such share on the last Trading Day preceding the
Offering Date.
(c) Number of Shares Purchased. As of each Purchase Date, each Participant shall be
deemed to have elected to purchase the number of shares of Stock calculated in accordance with this
Subsection (c), unless the Participant has previously elected to withdraw from the Plan in
accordance with Section 6(a). The amount then in the Participants Plan Account shall be divided
by the Purchase Price, and the number of shares that results shall be purchased from the Company
with the funds in the Participants Plan Account. The foregoing notwithstanding, no Participant
shall purchase more than such number of shares of Stock as may be determined by the Committee with
respect to the Offering Period, or Purchase Period, if applicable, nor more than the amounts of
Stock set forth in Sections 9(b) and 14(a). For each Offering Period and, if
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applicable, Purchase
Period, the Committee shall have the authority to establish additional limits on the number of
shares purchasable by all Participants in the aggregate.
(d) Available Shares Insufficient. In the event that the aggregate number of shares
that all Participants elect to purchase during an Offering Period exceeds the maximum number of
shares remaining available for issuance under Section 14(a), or which may be purchased pursuant to
any additional aggregate limits imposed by the Committee, then the number of shares to which each
Participant is entitled shall be determined by multiplying the number of shares available for
issuance by a fraction, the numerator of which is the number of shares that such Participant has
elected to purchase and the denominator of which is the number of shares that all Participants have
elected to purchase.
(e) Issuance of Stock.Certificates representing the shares of Stock purchased by a
Participant under the Plan shall be issued to him or her as soon as reasonably practicable after
the applicable Purchase Date, except that the Committee may determine that such shares shall be
held for each Participants benefit by a broker designated by the Committee. Shares may be
registered in the name of the Participant or jointly in the name of the Participant and his or her
spouse as joint tenants with right of survivorship or as community property.
(f) Unused Cash Balances. An amount remaining in the Participants Plan Account that
represents the Purchase Price for any fractional share shall be carried over in the Participants
Plan Account to the next Offering Period or refunded to the Participant in cash, without interest,
if his or her participation is not continued. Any amount remaining in the Participants Plan
Account that represents the
Purchase Price for whole shares that could not be purchased by reason of Subsection (c) or (d)
above, Section 9(b) or Section 14(a) shall be refunded to the Participant in cash, without
interest.
(g) Stockholder Approval. The Plan shall be submitted to the stockholders of the
Company for their approval within twelve (12) months after the date the Plan is adopted by the
Board. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under
the Plan unless and until the Companys stockholders have approved the adoption of the Plan.
SECTION 9 Limitations On Stock Ownership.
(a) Five Percent Limit. Any other provision of the Plan notwithstanding, no
Participant shall be granted a right to purchase Stock under the Plan if such Participant,
immediately after his or her election to purchase such Stock, would own stock possessing 5% or more
of the total combined voting power or value of all classes of stock of the Company or any parent or
Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:
(i) Ownership of stock shall be determined after applying the attribution rules of
section 424(d) of the Code;
(ii) Each Participant shall be deemed to own any stock that he or she has a right or
option to purchase under this or any other plan; and
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(iii) Each Participant shall be deemed to have the right to purchase up to the maximum
number of shares of Stock that may be purchased by a Participant under this Plan under the
individual limit specified pursuant to Section 8(c) with respect to each Offering Period.
(b) Dollar Limit. Any other provision of the Plan notwithstanding, no Participant
shall accrue the right to purchase Stock at a rate which exceeds $25,000 of Fair Market Value of
such Stock per calendar year (under this Plan and all other employee stock purchase plans of the
Company or any parent or Subsidiary of the Company), determined in accordance with the provisions
of section 423(b)(8) of the Code and applicable Treasury Regulations promulgated thereunder.
For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined as of
the beginning of the Offering Period in which such Stock is purchased. Employee stock purchase
plans not described in section 423 of the Code shall be disregarded. If a Participant is precluded
by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee
contributions shall automatically be discontinued and shall resume at the beginning of the earliest
Offering Period ending in the next calendar year (if he or she then is an Eligible Employee).
SECTION 10 Rights Not Transferable.
The rights of any Participant under the Plan, or any Participants interest in any Stock or
moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or
involuntary assignment or by operation of law, or in any other manner other than by the laws of
descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interest under the Plan, other than by the laws of descent and
distribution, then such act shall be treated as an election by the Participant to withdraw from the
Plan under Section 6(a).
SECTION 11 No Rights As An Employee
Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant
any right to continue in the employ of a Participating Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Participating Companies or of
the Participant, which rights are hereby expressly reserved by each, to terminate his or her
employment at any time and for any reason, with or without cause.
SECTION 12 No Rights As A Stockholder.
A Participant shall have no rights as a stockholder with respect to any shares of Stock that
he or she may have a right to purchase under the Plan until such shares have been purchased on the
applicable Purchase Date.
SECTION 13 Securities Law Requirements.
Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such
shares comply with (or are exempt from) all applicable requirements of law, including
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limitation) the Securities Act of 1933, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or other securities
market on which the Companys securities may then be traded.
SECTION 14 Stock Offered Under The Plan.
(a) Authorized Shares. The maximum aggregate number of shares of Stock available for
purchase under the Plan is 1,250,000 shares. The aggregate number of shares available for purchase
under the Plan shall at all times be subject to adjustment pursuant to Section 14.
(b) Antidilution Adjustments. The aggregate number of shares of Stock offered under
the Plan, the individual and aggregate Participant share limitations described in Section 8(c) and
the price of shares that any Participant has elected to purchase shall be adjusted proportionately
by the Committee in the event of any change in the number of issued shares of Stock (or issuance of
shares other than Common Stock) by reason of any forward or reverse share split, subdivision or
consolidation, or share dividend or bonus issue, recapitalization, reclassification, merger,
amalgamation,
consolidation, split-up, spin-off, reorganization, combination, exchange of shares of Stock,
the issuance of warrants or other rights to purchase shares of Stock or other securities, or any
other change in corporate structure or in the event of any extraordinary distribution (whether in
the form of cash, shares of Stock, other securities or other property).
(c) Reorganizations. Any other provision of the Plan notwithstanding, immediately
prior to the effective time of a Corporate Reorganization, the Offering Period then in progress
shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is assumed by
the surviving corporation or its parent corporation pursuant to the plan of merger or
consolidation. The Plan shall in no event be construed to restrict in any way the Companys right
to undertake a dissolution, liquidation, merger, consolidation or other reorganization.
SECTION 15 Amendment Or Discontinuance.
The Board (or any committee thereof to which it delegates such authority) shall have the right
to amend, suspend or terminate the Plan at any time and without notice. Upon any such amendment,
suspension or termination of the Plan during an Offering Period, the Board (or any committee
thereof to which it delegates such authority) may in its discretion determine that the applicable
Offering shall immediately terminate and that all amounts in the Participant Accounts shall be
carried forward into a payroll deduction account for each Participant under a successor plan, if
any, or promptly refunded to each Participant. Except as provided in Section 14, any increase in
the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by
a vote of the stockholders of the Company. In addition, any other amendment of the Plan shall be
subject to approval by a vote of the stockholders of the Company to the extent required by an
applicable law or regulation. This Plan shall continue until the earlier to occur of (a)
termination of this Plan pursuant to this Section 15 or (b) issuance of all of the shares of Stock
reserved for issuance under this Plan.
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SECTION 16 Execution.
To record the adoption of the Plan by the Board, the Company has caused its authorized officer
to execute the same.
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GENOMIC HEALTH, INC.
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By: |
Kimberly
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Title: |
President and Chief
Executive Officer |
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Date: |
January 27, 2011 |
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Using a black
ink pen, mark your votes with an X as shown in this
example. Please do not write outside the designated areas. |
x |
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Annual Meeting Proxy
Card
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▼PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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A Proposals
The Board of Directors recommends a vote FOR all the nominees listed, FOR
Proposals 2, 3 and 5
and for the EVERY YEAR (1 Yr) option on Proposal 4.
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1. Election of Directors:
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01 - Randal W. Scott*
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02 - Kimberly J. Popovits*
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03 - Julian C. Baker*
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04 - Fred E. Cohen*
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05 - Samuel D. Colella*
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06 - Ginger L. Graham*
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07 - Randall S. Livingston*
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08 - Woodrow A. Myers, Jr.* |
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*Each to serve until the next Annual Meeting or until their successors have been duly elected and
qualified. |
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Mark here to vote FOR all nominees |
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Mark here to WITHHOLD vote from all nominees |
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For All EXCEPT - To withhold a vote for one or more nominees, mark
the box to the left and the corresponding numbered box(es) to the right. |
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For |
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To approve the Genomic Health,
Inc. Employee Stock Purchase Plan.
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To approve, on a non-binding
advisory basis, the compensation
of our named executive officers.
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1 Yr |
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To vote on the frequency, on a
non-binding advisory basis, of a
non-binding advisory stockholder
vote on the compensation of our
named executive officers.
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To ratify the appointment of Ernst & Young LLP as
Genomic Healths independent registered
public accounting firm for 2011.
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In his or her discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting or any postponements or adjournments thereof. |
B |
Authorized Signatures This section must be
completed for your vote to be counted. Date and Sign Below
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Please sign exactly as your name appears hereon. If the stock is registered in the names of two
or more persons, each should sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If a corporation, please give full corporate name and
have a duly authorized officer sign, stating title. If a partnership, please sign in partnership
name by authorized person.
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Date (mm/dd/yyyy) Please
print date below. |
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Signature 1 Please keep signature within the
box. |
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Signature 2 Please keep signature within the
box. |
/ / |
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1 U P X . 1 1 4 2 1 6 2 |
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01BXPD
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE. ▼
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Proxy GENOMIC HEALTH, INC.
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PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 9, 2011
The undersigned hereby authorizes Randal W. Scott, Kimberly J. Popovits and G. Bradley Cole,
and each of them, as proxies of the undersigned, with full power of substitution, to represent and
vote the shares of common stock of Genomic Health, Inc. (Genomic Health) which the undersigned
may be entitled to vote at the Annual Meeting of Stockholders of Genomic Health to be held at
Seaport Center, 459 Seaport Court, Redwood City, California on June 9, 2011 at 10:00 a.m. (Pacific
Time), and at any and all postponements or adjournments thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the following matters and
in accordance with the following instructions.
Unless a contrary direction is indicated, this Proxy will be voted FOR Proposal 1, the election of
directors, FOR Proposal 2, approval of the Genomic Health, Inc. Employee Stock Purchase Plan, FOR
Proposal 3, the approval of the compensation of our named executive officers, on Proposal 4, for a
frequency of EVERY YEAR (1 Yr) for an advisory stockholder vote on the compensation of our named
executive officers and FOR Proposal 5, the ratification of the appointment of Ernst & Young LLP as
independent registered public accounting firm and in accordance with the discretion of the Proxies
on any other matters as may properly come before the Annual Meeting. If specific instructions are
indicated, this Proxy will be voted in accordance therewith.
Please mark, sign, date and mail this proxy card promptly, using the enclosed envelope.