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): October 30, 2006
GTx, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware
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005-79588
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62-1715807 |
| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation or organization)
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File Number)
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Identification No.) |
3 N. Dunlap Street
Van Vleet Building
Memphis, Tennessee 38163
(901) 523-9700
(Address, including zip code, of Registrant’s principal executive offices
Registrant’s telephone number, including area code,)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 30, 2006, the Compensation Committee (the “Committee”) of the Board of Directors
(the “Board”) of GTx, Inc. (the “Company”) approved an increase in the base salary levels of the
Company’s named executive officers. The new base salary levels will be effective as of January 1,
2007. Mitchell S. Steiner’s base salary was increased to $446,250. Marc S. Hanover’s base salary
was increased to $306,600. The Committee also approved “cost of living” raises of up to 5% of
current base salary for Henry P. Doggrell, Mark E. Mosteller, K. Gary Barnette, James T. Dalton and
Greg Deener, which amounts are to be approved by the Chairman of the Compensation Committee. The
salaries of Dr. Steiner and Mr. Hanover are set forth on Exhibit 10.1 to this Current Report on
Form 8-K which is incorporated herein by reference.
Additionally, upon the recommendation of the Compensation Committee, the Board approved, on
October 31, 2006, the award of special cash bonuses for 2006 to certain named executive officers.
Dr. Steiner was awarded a bonus of $44,625. Mr. Hanover was awarded a bonus of $30,660. Mr.
Doggrell was awarded a bonus of $13,283. Mr. Mosteller was awarded a bonus of $12,338.
The Board approved an Executive Supplemental Long Term Disability Plan to provide income
replacement for executive officers in case of disability. The Disability Plan provides income
replacement equal to 75% of base salary to the Chief Operating Officer and all Vice Presidents and
income replacement equal to 71% of base salary to the Chief Executive Officer.
Finally, the Committee approved the adoption of the Company’s 2007 Executive Bonus
Compensation Plan (the “2007 Plan”). The 2007 Plan will be effective January 1, 2007. The 2007
Plan is set forth on Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Pursuant to the 2007 Plan, all Company Executive Officers, subject to certain exceptions, will
be eligible to participate in the Plan. Payments of bonus awards shall be based solely on the
attainment of one or more pre-established, objective performance goals. Such performance goals
will be approved by the Compensation Committee and communicated to each eligible executive officer
not later then 90 days after the commencement of the Company’s 2007 performance year. Target bonus
awards will be approved by the Compensation Committee after reviewing recommendations and other
information supplied to the Compensation Committee by the Company. The target bonus awards will be
communicated to the eligible executive officers in writing annually at or prior to the
determination of the performance goals for the 2007 performance year. Executives will be eligible
under the plan to receive bonuses equal to the following percentage of base salary depending on
attainment of their specific goals: Chief Executive Officer 0-40%; Chief Operating Officer 0-35%
and Vice Presidents 0-30%.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1* Compensation Information for Executive Officers
10.2* 2007 Executive Bonus Compensation Plan
*Management contract or compensatory plan.