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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): April 29, 2009
GENOMIC HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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000-51541
(Commission File Number)
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77-0552594
(I.R.S. Employer
Identification No.) |
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301 Penobscot Drive
Redwood City, California
(Address of principal executive offices)
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94063
(Zip Code) |
(650) 556-9300
(Registrants telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions (see General Instruction
A.2. below):
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))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
(e) On April 29, 2009, the independent members of the Board of Directors of Genomic Health, Inc.
(the Company), based upon the approval and recommendation of the Compensation Committee, approved
first half of 2009 corporate objectives with respect to the Companys cash bonus program for 2009
(the Bonus Program).
Under the Bonus Program, the eligible bonus pool for all employees, including the Companys
executive officers, will be 10% of the Companys total salary base, with no preset limitations on
minimum or maximum bonus amounts for any employee. The corporate bonus objectives for all employees
include objectives related to driving top line revenue for the year, achievement of operational and
business metrics, pipeline progress, and operational and organizational excellence. The eligible
bonus pool for employees with titles of director and above, including the Companys executive
officers, will be subject to increase by 5% of the total salary base for those employees should the
Company meet certain financial objectives and certain objectives with respect to commercialization
of a colon cancer test.
Bonuses for non-executive employees will be based in part on achievement of the corporate
objectives described above and will be paid once or twice a year, depending on the employees
title. Bonuses for executive officers will be determined by the Compensation Committee and
independent members of the Board of Directors at the time of their annual compensation review based
on their assessment of corporate objectives and individual achievements.
The Company expects that the bonuses payable under the Bonus Program will be calculated in the
manner set forth above and will vary depending on the extent to which the Company achieves the
corporate objectives and the level of attainment of individual performance goals. In addition, the
Companys management, the Compensation Committee and the independent members of the Board of
Directors retain the discretion to increase, reduce or eliminate the awards that otherwise might be
payable to all employees or any individual employee based on actual performance and structure
future or additional bonus and equity incentives in a manner that they believe will appropriately
motivate and reward the Companys employees, including the Companys executive officers.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 5, 2009
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GENOMIC HEALTH, INC.
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By: |
/s/ G. Bradley Cole
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G. Bradley Cole |
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Chief Operating Officer and Chief Financial Officer |
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