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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2007
Lexicon Genetics Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-30111
(Commission File Number)
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76-0474169
(I.R.S. Employer
Identification Number) |
8800 Technology Forest Place
The Woodlands, Texas 77381
(Address of principal executive
offices and Zip Code)
(281) 863-3000
(Registrants telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On February 13, 2007, the Compensation Committee of our Board of Directors approved
2007 base salaries and a process for the determination of 2007 cash bonuses for our named executive
officers. The 2007 salary information and a description of the 2007 cash bonus determination
process is attached to this current report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
The Compensation Committee also approved the payment of 2006 cash bonuses to our named
executive officers as described below:
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2006 |
Name and Position |
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Cash Bonus |
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Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer |
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$300,000 |
Julia P. Gregory
Executive Vice President, Corporate Development
and Chief Financial Officer |
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$80,000 |
Alan J. Main, Ph.D.
Executive Vice President of Pharmaceutical Research |
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$90,000 |
Jeffrey L. Wade, J.D.
Executive Vice President and General Counsel |
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$80,000 |
Brian P. Zambrowicz, Ph.D.
Executive Vice President and Chief Scientific Officer |
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$120,000 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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10.1
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Summary of 2007 Named Executive Officer Cash Compensation |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Lexicon Genetics Incorporated
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Date: February 16, 2007 |
By: |
/s/ Jeffrey L. Wade
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Jeffrey L. Wade |
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Executive Vice President and
General Counsel |
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Index to Exhibits
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Exhibit No. |
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Description |
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10.1
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Summary of 2007 Named Executive Officer Cash Compensation |
exv10w1
Exhibit 10.1
Summary of 2007 Named Executive Officer Cash Compensation
The Compensation Committee of our Board of Directors has approved 2007 base salaries for our
named executive officers as set forth below.
The Compensation Committee has also approved a process for the determination of 2007 cash
bonuses for our named executive officers, pursuant to which bonuses will be determined in the
discretion of the Compensation Committee based on the achievement of certain corporate and
individual goals in 2007. The corporate goals include objectives relating to the development of
drug candidates and the achievement of specified financial targets. The achievement of these goals
will be evaluated by the Compensation Committee in making determinations regarding bonuses for 2007
performance. The Compensation Committee has established a bonus target, expressed as a percentage
of base salary, for each of our named executive officers, assuming that corporate and individual
goals are fully achieved. The bonus target percentage for each of our named executive officers is
set forth below.
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2007 |
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2007 |
Name and Position |
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Base Salary |
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Bonus Target |
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Arthur T. Sands, M.D., Ph.D.
President and Chief Executive Officer |
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$530,000 |
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50% |
Julia P. Gregory
Executive Vice President, Corporate Development
and Chief Financial Officer |
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$335,000 |
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35% |
Alan J. Main, Ph.D.
Executive Vice President of Pharmaceutical
Research |
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$325,000 |
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35% |
Jeffrey L. Wade, J.D.
Executive Vice President and General Counsel |
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$320,000 |
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35% |
Brian P. Zambrowicz, Ph.D.
Executive Vice President and Chief Scientific
Officer |
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$345,000 |
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40% |