UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant To Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive
Additional Materials
o Soliciting
Material Pursuant to Rule 14a-12
PROGENICS
PHARMACEUTICALS, INC.
(Name
of
Registrant as Specified in its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act
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Rule
0-11 (set forth the amount on which the filing fee is calculated
and state
how it was determined):
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(4)
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maximum aggregate value of transaction:
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paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Date
Filed:
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April
27,
2006
Dear
Stockholder:
You
are
cordially invited to attend the Annual Meeting of Stockholders of Progenics
Pharmaceuticals, Inc. to be held on June 12, 2006 at 10:00 a.m. local time
at
the Landmark at Eastview, Rockland Room, 777 Old Saw Mill River Road, Tarrytown,
New York.
At
this
meeting, you will be asked to consider and vote upon the election of Progenics’
directors and the ratification of the selection of PricewaterhouseCoopers LLP
to
serve as Progenics’ independent registered public accounting firm for the fiscal
year ending December 31, 2006.
The
Board
of Directors appreciates and encourages stockholder participation in Progenics’
affairs and cordially invites you to attend the meeting in person. It is
important that your shares be represented. Whether or not you decide to attend
the meeting, we ask that you, at your earliest convenience, complete, sign,
date
and mail the enclosed proxy in the envelope provided or transmit your voting
instructions by telephone or the Internet as described on the accompanying
form
of proxy.
Thank
you
for your cooperation.
Very
truly yours,
KURT
W. BRINER
Co-Chairman
of the Board of Directors
PAUL
F. JACOBSON
Co-Chairman
of the Board of Directors
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777
Old Saw Mill River Road
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Tarrytown,
New York 10591
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914-789-2800
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www.progenics.com
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held June 12, 2006
NOTICE
IS
HEREBY GIVEN THAT THE ANNUAL MEETING OF STOCKHOLDERS OF PROGENICS
PHARMACEUTICALS, INC., A DELAWARE CORPORATION, WILL BE HELD AT THE LANDMARK
AT
EASTVIEW, ROCKLAND ROOM, 777 OLD SAW MILL RIVER ROAD, TARRYTOWN, NEW YORK,
ON
MONDAY, JUNE 12, 2006 AT 10:00 A.M. LOCAL TIME, FOR THE PURPOSES OF CONSIDERING
AND VOTING UPON THE FOLLOWING MATTERS, EACH AS MORE FULLY DESCRIBED IN THE
ATTACHED PROXY STATEMENT:
1. The election of seven directors to serve until the next Annual Meeting
of Stockholders and until their respective successors are elected and
qualified.
2. The ratification of the selection of PricewaterhouseCoopers LLP to serve
as our independent registered public accounting firm for the fiscal year ending
December 31,
2006.
3. The
transaction
of such other business as may properly come before the meeting and any
adjournments thereof.
Only
those stockholders of record at the close of business on April 13, 2006 will
be
entitled to receive notice of, and vote at, the meeting. A list of stockholders
entitled to vote at the meeting is open to examination by any stockholder at
our
principal offices, 777 Old Saw Mill River Road, Tarrytown, New York
10591.
All
stockholders are cordially invited to attend the meeting in person. Whether
or
not you expect to attend the meeting in person, please mark your votes, then
date, sign and return the accompanying form of proxy in the envelope enclosed
for that purpose (no postage is needed if mailed in the United States). You
may
also transmit your proxy by use of any touch-tone telephone or electronically
by
a secure Internet web site, as described on the accompanying form of proxy.
Please
note that in order to record your vote, you must either return the accompanying
form of proxy by mail or transmit your voting instructions telephonically or
by
the Internet.
The
proxy is revocable by you at any time prior to its exercise, regardless of
the
manner used to transmit your voting instructions. The prompt communication
of
your voting instructions by any of these designated methods will help us in
preparing for the meeting, and your cooperation is greatly
appreciated.
By order
of the Board of Directors
ROBERT
A.
McKINNEY
Chief
Financial Officer
Senior
Vice President, Finance &Operations and Treasurer
Tarrytown,
New York
April
27,
2006
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777
Old Saw Mill River Road
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Tarrytown,
New York 10591
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914-789-2800
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www.progenics.com
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PROGENICS
PHARMACEUTICALS, INC.
777
Old Saw Mill River Road
Tarrytown,
New York 10591
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P R O X Y S T A T E M E N T
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This
Proxy Statement is furnished to holders of our common stock, par value $.0013
per share, in connection with the solicitation of proxies, in the accompanying
form, by our Board of Directors for use at the Annual Meeting of Stockholders
to
be held at the Landmark at Eastview, Rockland Room, 777 Old Saw Mill River
Road,
Tarrytown, New York on Monday, June 12, 2006, at 10:00 a.m. local time, and
at
any and all adjournments of the Annual Meeting. Stockholders may revoke the
authority granted by their proxies at any time prior to their use by filing
with
our Corporate Secretary a written revocation or by submitting a new, proper
proxy by telephone or the Internet after the date of the proxy or by attending
the meeting and voting in person. Solicitation of proxies will be made chiefly
through the mails, but additional solicitation may be made by telephone or
telegram by our officers or regular employees. We may also enlist the aid of
brokerage houses or our transfer agent in soliciting proxies. All solicitation
expenses, including costs of preparing, assembling and mailing proxy material,
will be borne by us. This proxy statement and the accompanying form of proxy
are
being mailed to stockholders on or about May 10, 2006.
Shares
of
common stock represented by executed and unrevoked proxies will be voted in
accordance with the choice or instructions specified thereon. It is the
intention of the persons named in the proxy, unless otherwise specifically
instructed in the proxy, to vote all proxies received by them FOR
the
election of the seven director nominees named herein and FOR
ratification of the selection of PricewaterhouseCoopers LLP to serve as our
independent registered public accounting firm for the fiscal year ending
December 31, 2006.
If
a
quorum is present at the meeting, those nominees receiving a plurality of the
votes cast will be elected as directors. A majority of the votes cast (excluding
abstentions and broker non-votes) will be required for the approval of the
ratification of the selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm.
VOTING
Only
stockholders of record at the close of business on April13, 2006 will be
entitled to vote at the meeting or any and all adjournments thereof. As of
April
13, 2006, we
had
outstanding 25,501,316
shares of common stock, our only class of voting securities outstanding. Each
of
our stockholders will be entitled to one vote for each share of our common
stock
registered in his or her name on the record date. A majority of all shares
of
common stock outstanding constitutes a quorum and is required to be present
in
person or by proxy to conduct business at the meeting.
At
the
meeting, seven directors (constituting the entire Board of Directors) are to
be
elected to serve until the next Annual Meeting of Stockholders and until their
respective successors are elected and qualified. The proxies given pursuant
to
this solicitation will be voted in favor of the seven nominees listed below
unless authority is withheld. Should a nominee become unavailable to serve
for
any reason, the proxies will be voted for an alternative nominee to be
determined by the persons named in the proxy. The Board of Directors has no
reason to believe that any nominee will be unavailable. Proxies cannot be voted
for a greater number of persons than the number of nominees named. The election
of directors requires a plurality vote of those shares voted at the meeting
with
respect to the election of directors.
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Information
Concerning Director
Nominees
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The
persons nominated as our directors (all of whom are currently our directors),
their respective ages, the year in which each first became our director and
their principal occupations or employment during the past five years are
as
follows:
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Name
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Age
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Year
First
Elected Director
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Position
with Progenics
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Kurt
W. Briner (1)(2)
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61
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1998
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Co-Chairman,
Director
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Paul
F. Jacobson (1)(2)(3)(4)
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51
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1990
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Co-Chairman,
Director
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Paul
J. Maddon, M.D., Ph.D. (4)
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46
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1986
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Chief
Executive Officer, Chief Science Officer and Director
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Charles
A. Baker (1)(2)(3)(4)
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73
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1994
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Director
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Mark
F. Dalton (2)(3)(4)
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55
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1990
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Director
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Stephen
P. Goff, Ph.D. (2)
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54
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1993
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Director
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David
A. Scheinberg, M.D., Ph.D.
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50
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1996
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Director
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Member
of the Audit Committee
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Member
of the Nominating and Corporate Governance
Committee
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| (3) |
Member
of the Compensation Committee
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| (4) |
Member
of the Executive Committee
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Kurt
W. Briner is
the
former President and Chief Executive Officer of Sanofi Pharma S.A. in Paris,
France, a position he held from 1988 until his retirement in 2000, and he has
nearly 32 years of experience in the pharmaceutical industry. Mr. Briner is
currently also a director of Novo Nordisk Danmark and Galenica S.A., each a
European-based pharmaceutical company. He attended Humanistisches Gymnasium
in
Basel and Ecole de Commerce in Basel and Lausanne.
Paul
F. Jacobson has
been
the Chief Executive Officer of Diversified Natural Products Co., a privately
held industrial biotechnology company, since 2003. Mr. Jacobson has also been
a
general partner of Starting Point Venture Partners, a private investment fund,
since 1999. Previously, Mr. Jacobson was Managing Director of fixed income
securities at Deutsche Bank from January 1996 to November 1997. He was President
of Jacobson Capital Partners from 1993 to 1996. From 1986 to 1993, Mr. Jacobson
was a partner at Goldman, Sachs & Co. where he was responsible for
government securities trading activities. Mr. Jacobson received a B.A. from
Vanderbilt University and an M.B.A. from Washington University.
Paul
J. Maddon, M.D., Ph.D. is
our
founder and has served in various capacities since our inception, including
as
our Chairman of the Board of Directors, Chief Executive Officer, President
and
Chief Science Officer. From 1981 to 1988, Dr. Maddon performed research at
the
Howard Hughes Medical Institute at Columbia University in the laboratory of
Dr.
Richard Axel. Dr. Maddon serves on several NIH scientific review committees
and
also serves on the board of directors of Epixis SA, a French biotechnology
company. He received a B.A. in biochemistry and mathematics and a M.D. and
a
Ph.D. in biochemistry and molecular biophysics from Columbia University. Dr.
Maddon has been an Adjunct Assistant Professor of Medicine at Columbia
University since 1989.
Mark
F. Dalton has
been
the President and a director of Tudor Investment Corporation, an investment
advisory company, and its affiliates since 1988 and has been the President
and
Vice Chairman of such companies since 2005. From 1979 to 1988, he served in
various senior management positions at Kidder, Peabody & Co. Incorporated,
including Chief Financial Officer. Mr. Dalton is currently a director of several
private companies. Mr. Dalton received a B.A. from Denison University and a
J.D.
from Vanderbilt University Law School.
Stephen
P. Goff, Ph.D. has
been
a member of our Virology Scientific Advisory Board since 1988 and has been
its
Chairman since April 1991. Dr. Goff has been the Higgins Professor in the
Departments of Biochemistry and Microbiology at Columbia University since June
1990. He received an A.B. in biophysics from Amherst College and a Ph.D. in
biochemistry from Stanford University. Dr. Goff performed post-doctoral research
at the Massachusetts Institute of Technology in the laboratory of Dr. David
Baltimore.
David
A. Scheinberg, M.D., Ph.D. has
been
a member of our Cancer Scientific Advisory Board since 1994. Dr. Scheinberg
has
been associated with Sloan-Kettering since 1986, where he is the Vincent Astor
Chair and Member, Leukemia Service; Chairman, Molecular Pharmacology and
Chemistry Program; Chairman, Experimental Therapeutics Center; Member, Clinical
Immunology Service; and Head, Laboratory of Hematopoietic Cancer
Immunochemistry. He also holds the position of Professor of Medicine and
Pharmacology, Weill-Cornell Medical College. He received a B.A. from Cornell
University and a M.D. and a Ph.D. in pharmacology and experimental therapeutics
from The Johns Hopkins University School of Medicine.
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Board
and Committee Meetings
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During
2005, the Board of Directors had four standing committees: the Compensation
Committee, the Audit Committee, the Nominating and Corporate Governance
Committee (the “Nominating and Corporate Governance Committee”) and the
Executive Committee. The Board of Directors held ten meetings, the Compensation
Committee held eleven meetings, the Audit Committee held six meetings, the
Nominating and Corporate Governance Committee held three meetings and the
Executive Committee held five meetings. It is the policy of the Board of
Directors to hold an executive session of independent directors at each Board
meeting. During 2005, each director attended 75% or more of the meetings of
the
Board of Directors and Board committees on which he served, except for Dr.
Goff,
who attended one out of three Nominating and Corporate Governance Committee
meetings.
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Audit
Committee
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The
Audit
Committee reviews our annual financial statements prior to their submission
to
the Securities and Exchange Commission (“SEC”), consults with our independent
auditors and examines and considers such other matters in relation to the audit
of our financial statements and in relation to our financial affairs, including
the selection and retention of our independent auditors.
Paul
F.
Jacobson, the Chairman of the Audit Committee, is an “audit committee financial
expert” as such term is defined in Item 401(h) of Regulation S-K promulgated by
the SEC.
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Compensation
Committee
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The
Compensation Committee makes recommendations concerning salaries and incentive
compensation for our employees and consultants, establishes and approves
salaries and incentive compensation for our executive officers and other senior
employees, administers our stock option plans and otherwise seeks to ensure
that
our compensation philosophy is consistent with our best interests and is
properly implemented. Mark F. Dalton is the Chairman of the Compensation
Committee.
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Nominating
and Corporate Governance
Committee
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The
Nominating and Corporate Governance Committee is responsible for developing
and
implementing policies and procedures that are intended to constitute and
organize appropriately the Board of Directors to meet its fiduciary obligations
to Progenics and our stockholders on an ongoing basis. Among its specific
duties, the Nominating and Corporate Governance Committee makes recommendations
to the Board of Directors about our corporate governance processes, assists
in
identifying and recruiting candidates for the Board, administers the Nominations
Policy, considers nominations to the Board received from stockholders, makes
recommendations to the Board regarding the membership and chairs of the Board’s
committees, oversees the annual evaluation of the effectiveness of the
organization of the Board and of each of its committees, periodically reviews
the type and amount of Board compensation for non-employee directors and makes
recommendations to the full Board regarding such compensation. The Nominating
and Corporate Governance Committee also annually reports findings of fact to
the
Board of Directors that permit the Board to make affirmative determinations
regarding each Board and committee member with respect to independence and
expertise criteria established by NASD and SEC rules and applicable law. Charles
A. Baker is the Chairman of the Nominating and Corporate Governance
Committee.
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Executive
Committee
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The
Executive Committee is intended to assist the Board with oversight and
governance and in providing a means for our management to obtain Board-level
guidance and decision making between full Board meetings.
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Affirmative
Determinations Regarding Director Independence and Other
Matters
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The
Board
of Directors has determined each of the following directors to be an
“independent director” as such term is defined by Nasdaq Marketplace Rule
4200(a)(15):
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Mark
F. Dalton
Paul
F. Jacobson
Charles
A. Baker
Kurt
W. Briner
Stephen
P. Goff, Ph.D.
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The
Board
of Directors has also determined that each member of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee
meets the independence requirements applicable to those committees prescribed
by
the Nasdaq Marketplace rules, the SEC and the Internal Revenue
Service.
With
the
assistance of our legal counsel, the Nominating and Corporate Governance
Committee reviewed the applicable legal standards for Board member and Board
committee independence and the criteria applied to determine “audit committee
financial expert” status, as well as the answers to annual questionnaires
completed by each of our directors. On the basis of this review, the Nominating
and Corporate Governance Committee delivered a report to the full Board of
Directors and the Board made its independence and “audit committee financial
expert” determinations based upon the Nominating and Corporate Governance
Committee’s report and each member’s review of the information made available to
the Nominating and Corporate Governance Committee.
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Stockholder
Communications with the Board; Board Attendance at the Annual Meeting
of
Stockholders
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Stockholders
may communicate with the Board of Directors by writing to the Board of Directors
c/o the Corporate Secretary at our corporate headquarters.
It
is our
policy that the members of the Board of Directors attend annual meetings of
our
stockholders. All of the members of our Board attended the 2005 Annual Meeting
of Stockholders.
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Code
of Business Ethics and
Conduct
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We
have a
Code of Business Ethics and Conduct which is applicable to all of our directors,
employees and consultants. The Code meets the criteria for a “code of ethics”
under the SEC rules and “code of conduct” under the rules of the NASD. The Code
is available on our website at:
http://www.progenics.com/corp_gov.htm.
The
Charter for the Nominating and Corporate Governance Committee includes our
Director Nominations Policy. The purpose of the Nominations Policy is to
describe the criteria for Board member candidates and the process by which
candidates for possible inclusion in our recommended slate of director nominees
are selected. The Nominations Policy is administered by the Nominating and
Corporate Governance Committee. You may find the Nominating and Corporate
Governance Committee’s Charter on our website
at: http://www.progenics.com/corp_gov.htm.
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Minimum
Criteria for Board Members
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Each
Board candidate must possess at least the following specific minimum
qualifications:
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Each
candidate shall be prepared to represent the best interests of all
of our
stockholders and not just one particular constituency.
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Each
candidate shall be an individual who has demonstrated integrity and
ethics
in his or her personal and professional life and has established
a record
of professional accomplishment in his or her chosen
field.
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No
candidate, or family member (as defined in the Nasdaq Marketplace
rules)
or affiliate or associate (each as defined in Rule 405 under the
Securities Act of 1933, as amended) of a candidate, shall have any
material personal, financial or professional interest in any of our
present or potential competitors.
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Each
candidate shall be prepared to participate fully in Board activities,
including, if eligible, active membership on at least one Board committee
and attendance at, and active participation in, meetings of the Board
and
any committee of which he or she is a member, and not have other
personal
or professional commitments that would, in the Nominating and Corporate
Governance Committee’s sole judgment, interfere with or limit his or her
ability to do so.
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Desirable
Qualities and Skills
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In
addition, the Nominating and Corporate Governance Committee also considers
it
desirable that candidates possess the following qualities or
skills:
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Each
candidate should contribute to the Board’s overall diversity — diversity
being broadly construed to mean a variety of opinions, perspectives,
personal and professional experiences and backgrounds, as well as
other
differentiating characteristics.
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Each
candidate should contribute positively to the collaborative culture
among
Board members.
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Each
candidate should possess professional and personal experiences and
expertise relevant to our goal of being a leading biopharmaceutical
company. At this stage of our development, relevant experiences might
include, among other things, large biotechnology or pharmaceutical
company
CEO or senior management experience, senior-level management experience
in
medical research or clinical development activities in the fields
of
oncology, virology, immunology or molecular biology within a public
company or large university setting, and relevant senior-level expertise
in one or more of the following areas: finance, accounting, sales
and
marketing, organizational development and public
relations.
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Internal
Process for Identifying
Candidates
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The
Nominating and Corporate Governance Committee has two primary methods for
identifying candidates (other than those proposed by our stockholders, as
discussed below). First, on a periodic basis, the Nominating and Corporate
Governance Committee may solicit suggestions for possible candidates from a
number of sources, which may include members of the Board, senior-level
Progenics executives, individuals personally known to the members of the Board,
and research.
Second,
the Nominating and Corporate Governance Committee may use its authority under
its Charter to retain, at our expense, one or more search firms to identify
candidates (and to approve such firms’ fees and other retention terms). If the
Nominating and Corporate Governance Committee retains a search firm, it may
be
asked to identify possible candidates who meet the minimum and desired
qualifications expressed in the Nominations Policy, to interview and screen
such
candidates (including conducting appropriate background and reference checks),
to act as a liaison among the Board,
the Nominating and Corporate Governance Committee and each candidate during
the
screening and evaluation process and thereafter to be available for consultation
as needed by the Nominating and Corporate Governance Committee. In 2005, the
Nominating and Corporate Governance Committee retained a search firm to identify
possible candidates.
The
Nominating and Corporate Governance Committee will also consider properly
submitted stockholder nominations for candidates for membership on the Board
as
described below under “Nomination of Directors by Stockholders.”
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Nomination
of Directors by
Stockholders
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Any
of
our stockholders may recommend one or more persons for election as a director
at
an annual meeting of stockholders if the stockholder complies with the
procedures and requirements set forth below.
In
order
for the director nomination to be timely, a stockholder’s notice to our
Corporate Secretary must be delivered to our principal executive offices not
less than 120 days prior to the anniversary of the date of the proxy statement
released to stockholders in connection with the previous year’s annual meeting.
In the event that we set an annual meeting date that is not within 30 days
before or after the date of the immediately preceding annual stockholders
meeting, notice by the stockholder must be received no later than the close
of
business on the 10th day following the day on which notice of the date of the
annual meeting was mailed or public disclosure of the date of the annual meeting
was made, whichever occurs first.
Any
candidate proposed by a stockholder must be independent of the stockholder
providing the nomination in all respects as determined by the Nominating and
Corporate Governance Committee or by applicable law. Any candidate submitted
by
a stockholder must also meet the definition of an “independent director” under
the NASD Marketplace rules and must meet the “Minimum Criteria for Board
Members” set forth above.
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Evaluation
of Candidates
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The
Nominating and Corporate Governance Committee will consider all candidates
identified through the processes described above, and will evaluate each of
them, including incumbents, based on the same criteria.
If,
based
on the Nominating and Corporate Governance Committee’s initial evaluation, a
candidate continues to be of interest to the Nominating and Corporate Governance
Committee, the Chairman of the Nominating and Corporate Governance Committee
will interview the candidate and communicate the Chairman’s evaluation to the
other Nominating and Corporate Governance Committee members, the Co-Chairmen
of
the Board and the CEO. Later reviews will be conducted by other members of
the
Nominating and Corporate Governance Committee and senior management. Ultimately,
background and reference checks will be conducted and the Nominating and
Corporate Governance Committee will meet to finalize its list of recommended
candidates for the Board’s consideration.
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Timing
of the Identification and Evaluation
Process
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Our
fiscal year ends each year on December 31. The Nominating and Corporate
Governance Committee expects generally to meet one or more times prior to March
31 of each year to consider, among other things, candidates to be recommended
to
the Board for inclusion in our recommended slate of director nominees for the
next annual meeting and our proxy statement. The Board usually meets each March
and at that meeting will vote on, among other things, the slate of director
nominees to be submitted to and recommended for election by stockholders at
the
annual meeting, which is typically held in May or June.
All
candidates (whether identified internally or by a nomination received from
a
stockholder) who, after evaluation, are then recommended by the Nominating
and
Corporate Governance Committee and approved by the Board, will be included
in
our recommended slate of director nominees in our proxy statement.
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Future
Revisions to the Nominations
Policy
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The
Nominations Policy is intended to provide a flexible set of guidelines for
the
effective functioning of our director nominations process. The Nominating and
Corporate Governance Committee intends to review the Nominations Policy at
least
annually and anticipates that modifications may be necessary or desirable from
time to time as our needs and circumstances evolve, and as applicable legal
or
listing standards change. The Nominating and Corporate Governance Committee
may
amend the Nominations Policy at any time, in which case the most current version
will be available on our web site
at: http://www.progenics.com/corp_gov.htm.
|
Summary
Compensation Table
|
The
following table sets forth information regarding the aggregate compensation
we
paid to our Chief Executive Officer and certain of our other executive officers,
as of December 31, 2005, whose total compensation exceeded $100,000 during
the last fiscal year (collectively, the “named executive
officers”):
|
Annual
Compensation(1)
|
Long
Term Compensation
|
||||||||||||||||||
|
Name
and Principal Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Restricted
Stock
Awards(2)
|
Stock
Option
Grants
|
Other
Compensation(3)
|
|||||||||||||
|
Paul
J. Maddon, M.D., Ph.D.
|
2005
|
$
|
536,785
|
$
|
—
(7
|
)
|
$
|
934,250
|
75,000
shares
|
$
|
16,000
|
||||||||
|
Chief
Executive Officer and Chief
Science Officer
|
2004
|
515,000
|
150,000
|
—
|
75,000
shares
|
14,729
|
|||||||||||||
|
|
2003
|
499,859
|
175,000
|
—
|
225,000shares
|
13,729
|
|||||||||||||
|
Alton
B. Kremer, M.D., Ph.D. (6)
|
2005
|
$
|
320,000
|
$
|
153,000
|
$
|
74,865
|
10,000
shares
|
$
|
19,484
|
|||||||||
|
Vice
President, Clinical Research
|
2004
|
83,692
|
83,000
|
—
|
40,000
shares
|
—
|
|||||||||||||
|
Robert
J. Israel, M.D.
|
2005
|
$
|
312,000
|
$
|
125,000
|
$
|
74,865
|
10,000
shares
|
$
|
19,596
|
|||||||||
|
Senior
Vice President, Medical
|
2004
|
300,000
|
50,000
|
126,375
|
—
|
44,069
(4
|
)
|
||||||||||||
|
Affairs
|
2003
|
278,000
|
25,000
|
—
|
35,000
shares
|
45,694
(4
|
)
|
||||||||||||
|
Mark
R. Baker, J.D., Senior Vice
|
2005
|
$
|
149,692
|
$
|
249,000
|
$
|
—
|
50,000
shares
|
$
|
7,500
|
|||||||||
|
President
& General Counsel (5)
|
|||||||||||||||||||
|
Robert
A. McKinney, CPA
|
2005
|
$
|
230,000
|
$
|
150,000
|
$
|
96,255
|
37,500
shares
|
$
|
18,387
|
|||||||||
|
Chief
Financial Officer,
|
2004
|
200,000
|
60,000
|
126,375
|
—
|
19,861
|
|||||||||||||
|
Senior
Vice President, Finance &
|
2003
|
174,000
|
50,000
|
—
|
25,000
shares
|
19,194
|
|||||||||||||
|
Operations
and Treasurer
|
|||||||||||||||||||
(1) Annual
compensation consists of base salary and bonus. As to each individual named,
the
aggregate amounts of all perquisites and other personal benefits, securities
and
property not included in the summary compensation table above or described
below
do not exceed the lesser of $50,000 or 10% of the annual compensation. Annual
compensation does not include the discount amount under our employee stock
purchase plans because such plans are generally available to all salaried
employees.
(2) Amounts
shown under Restricted Stock Awards represent the grant date values of our
restricted stock awarded to the named executive officers. Each named executive
officer held restricted stock at December 31, 2005, in the aggregate number
of
shares of our common stock and the aggregate value at that date, as follows:
Dr.
Maddon —43,750 shares, $1,094,188; Dr. Alton Kremer — 3,500 shares, $87,535; Dr.
Israel — 9,125 shares, $228,216; Mr. McKinney — 10,125 shares, $253,226. As
of December 31, 2005, one quarter of the restrictions on the restricted
stock granted on July 1, 2004 and January 10, 2005 had lapsed. None of the
restrictions on the restricted stock granted on July 1, 2005 had
lapsed.
(3) Other
compensation consisted of matching contributions made by us under a defined
contribution plan available to substantially all of our employees and amounts
to
pay the after-tax cost of premiums on life insurance and long-term disability
policies.
(4) Includes
compensation of $22,098 in 2003 and $20,901 in 2004, attributable to the
forgiveness of a loan from us to Dr. Israel. See “—Indebtedness of
Management.”
(5) Mr.
Baker
joined the Company as Senior Vice President & General Counsel in June
2005.
(6) Dr.
Kremer joined the Company as Vice President, Clinical Research in September
2004.
(7) On
March
3, 2006, the Compensation Committee of the Board of Directors approved a bonus
for the year ended December 31, 2005 for Dr. Maddon comprised of 18,080 shares
of restricted common stock with a fair value of approximately $525,000.
One-quarter of the restricted shares vested on the date of grant and the
remainder will vest through June 20, 2007.
|
Stock
Option Grants in the Fiscal Year Ended December 31,
2005
|
The
following table sets forth certain information relating to stock option grants
to the named executive officers during the fiscal year ended December 31, 2005.
In addition, as required by SEC rules, the table sets forth the hypothetical
gains that would exist for the shares subject to such options based on assumed
annual compounded rates of stock price appreciation during the option
term.
|
Name
|
Number
of
Shares
Underlying
Options
Granted
|
Percent
of
Total
Option
Shares
Granted
to
Employees(1)
|
Exercise
Price
per
Share
|
Expiration
Date
|
Potential
Realizable Value
at
Assumed Annual Rates
of
Stock Price Appreciation
for
Option Term
|
|
|
5%
|
10%
|
|||||
|
Paul
J. Maddon, M.D., Ph.D.
|
75,000
|
10.7%
|
$21.39
|
7/1/2015
|
$1,008,904
|
$
2,556,761
|
|
Alton
B. Kremer, M.D., Ph.D.
|
10,000
|
1.4%
|
$21.39
|
7/1/2015
|
$ 134,521
|
$
340,902
|
|
Robert
J. Israel, M.D.
|
10,000
|
1.4%
|
$21.39
|
7/1/2015
|
$
134,521
|
$
340,902
|
|
Mark
R. Baker, J.D.
|
50,000
|
7.1%
|
$20.02
|
6/20/2015
|
$
629,524
|
$ 1,595,336
|
|
Robert
A. McKinney, CPA
|
25,000
|
3.6%
|
$22.68
|
3/1/2015
|
$
356,583
|
$
903,652
|
|
Robert
A. McKinney, CPA
|
12,500
|
1.8%
|
$21.39
|
7/1/2015
|
$
168,151
|
$
426,127
|
|
(1)
|
Our
employees were granted options during the 2005 fiscal year with respect
to
a total of 702,845 shares from our Amended 1996 Stock Incentive Plan
and
our 2005 Stock Incentive Plan..
|
Stock
option grants in the table above does not include options granted quarterly
under our Employee Stock Purchase Plan or Non-Qualified Employee Stock Purchase
Plan that expire six months following the date of grant and have exercise prices
equal to the lower of the fair market value on the date of grant or 85% of
the
fair market value on the date of exercise.
|
Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
|
The
following table sets forth information for each of the named executive officers
regarding option exercises during the fiscal year ended December 31, 2005 and
the number and value of unexercised options held as of December 31,
2005:
|
Exercises
During
the
Fiscal Year
|
Number
of
Shares
Underlying
Unexercised
Options
|
Value
of Unexercised
In-the-Money
Options (1)
|
|||||||||||||||||
|
Name
|
Acquired
|
Realized
(2)
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
|
Paul
J. Maddon, M.D., Ph.D.
|
—
|
—
|
1,291,650
|
166,125
|
$
|
18,908,078
|
$
|
1,436,498
|
|||||||||||
|
Alton
B. Kremer, M.D., Ph.D.
|
—
|
—
|
8,000
|
42,000
|
$
|
91,520
|
$
|
402,280
|
|||||||||||
|
Robert
J. Israel, M.D.
|
8,750
|
$
|
160,846
|
193,750
|
36,250
|
$
|
2,845,400
|
$
|
321,625
|
||||||||||
|
Mark
R. Baker, J.D.
|
—
|
—
|
—
|
50,000
|
—
|
$
|
249,500
|
||||||||||||
|
Robert
A. McKinney, CPA
|
15,000
|
$
|
293,100
|
146,250
|
56,250
|
$
|
1,964,900
|
$
|
307,375
|
||||||||||
|
(1)
|
Based
on a closing price of $25.01 per share on December 30, 2005 on the
Nasdaq
National Market.
|
|
(2)
|
Based
on closing prices on the Nasdaq National Market on the respective
dates of
exercise for retained shares and on the resale prices for shares
immediately resold.
|
Stock
option exercises set forth in the table above do not reflect shares acquired
or
exercisable under our Employee Stock Purchase Plan or Non-Qualified Employee
Stock Purchase Plan. The actual amount realized by named executive officers
in
2005 under the ESPP Plans was: $44,197 by Dr. Maddon; $13,083 by Dr. Kremer;
$16,977 by Dr. Israel; $0 by Mr. Baker and $11,801 by Mr. McKinney.
|
Employment
Agreements
|
Paul
J. Maddon, M.D., Ph.D.
On
December 31, 2003, we entered into an employment agreement with Paul J.
Maddon, M.D., Ph.D. pursuant to which Dr. Maddon serves as our Chief Executive
Officer and Chief Science Officer. The agreement provides for Dr. Maddon to
receive an initial annual salary of $499,859 for 2003, which will increase
at a
rate of not less than 3% per year, and a discretionary bonus in an amount to
be
determined by the Board of Directors. Dr. Maddon’s salary in 2004 and 2005 was
$515,000 and $536,785, respectively.
In
June
2003, we granted Dr. Maddon two ten-year options, each to purchase 112,500
shares of Common Stock at an exercise price of $15.06 per share. The first
grant
vests in equal portions on June 30 of each of 2004, 2005, 2006 and 2007. The
second grant will vest on May 30, 2013, subject to acceleration upon the
achievement of certain clinical, financial and operational milestones. On July
1, 2004, we granted Dr. Maddon two ten-year options, each to purchase 37,500
shares of Common Stock each at an exercise price of $16.85 per share. The first
grant vests in equal portions on June 30 of each of 2005, 2006, 2007 and 2008.
The second grant will vest on June 1, 2014, subject to acceleration upon the
achievement of certain clinical, financial and operational milestones. On
January 10, 2005, we granted 25,000 shares of restricted stock to Dr.
Maddon as additional long term incentive compensation pursuant to his employment
agreement. The restrictions on the stock lapse over four years, beginning
June 20, 2005. On July 1, 2005, we granted Dr. Maddon a ten-year option to
purchase 75,000 shares of Common Stock at an exercise price of $21.39 per share.
The grant vests on June 1, 2015, subject to acceleration upon the achievement
of
certain clinical, financial and operational milestones. On July 1, 2005, we
also
granted 25,000 shares of restricted stock to Dr. Maddon as additional long
term
incentive compensation pursuant to his employment agreement. The restrictions
on
the stock lapse over four years, beginning June 20, 2006. During 2003, two
of the milestones under the 2003 grant were achieved, resulting in the vesting
of 62,000 options, for which the Company recognized $103,000 as non-cash
compensation expense. During 2004, one of the milestones under the 2003 grant
was achieved resulting in the vesting of 11,000 options but no compensation
expense was recognized since that option was out-of-the-money on the date of
accelerated vesting. No milestones were achieved in 2004 under the 2004 grant.
During 2005, two of the milestones under the 2003 grant, three milestones under
the 2004 grant and one milestone under the 2005 grant were achieved resulting
in
the vesting of 39,000 options under the 2003 grant, 26,000 options under the
2004 grant and 38,000 options under the 2005 grant. In addition,
16,000 stock
options, which are accounted for as variable awards under APB No. 25, that
were
granted under all four awards vested based upon the passage of time. We
recognized a total of $709,000 of non-cash compensation expense upon the vesting
of Dr. Maddon’s options in 2005.
Our
employment agreement with Dr. Maddon, the initial term of which ran through
June
30, 2005, was automatically renewed for an additional period of two years.
We
are currently in discussions with Dr. Maddon regarding the future renewal of
his
employment agreement.
The
agreement provides that, upon termination by us without cause (as defined in
the
agreement) or by Dr. Maddon for good reason (as defined in the agreement, which
includes Dr. Maddon’s failure to be our director other than by reason of his
resignation), we will pay to Dr. Maddon a lump sum equal to two times the sum
of
Dr. Maddon’s annual salary and average bonus (as defined in the agreement), we
will continue for two years to provide Dr. Maddon benefits and the options
referred to above will become fully vested and exercisable. Upon termination
by
us without cause or by Dr. Maddon for good reason within two years following
a
change in control (as defined in the agreement), or upon termination by us
without cause within three months preceding a change in control, we will pay
to
Dr. Maddon a lump sum equal to three times the sum of Dr. Maddon’s salary and
average bonus, we will continue for three years to provide Dr. Maddon benefits
and the options referred to above will become fully vested and exercisable.
In
the event that any payment under the agreement constitutes an excess parachute
payment under Section 280G of the U.S. Internal Revenue Code, Dr. Maddon will
be
entitled to additional gross-up payments such that the net amount retained
by
Dr. Maddon after deduction of any excise taxes and all other taxes on the
gross-up payments will be equal to the net amount that would have been retained
from the initial payments under the agreement.
|
|
Robert
J. Israel, M.D.
|
We
have
an employment arrangement with Robert J. Israel, M.D. pursuant to which he
serves as our Senior Vice President, Medical Affairs at an annual salary in
2005
of $312,000 and is entitled to nine months’ salary if his employment is
terminated by us without cause.
Each
of
the employment agreements of Dr. Maddon and Dr. Israel contain certain
restrictive covenants for our benefit relating to non-disclosure by the
executives of our confidential business information, our right to inventions
and
intellectual property, non-solicitation of our employees and customers and
non-competition by the executives with our business.
Indebtedness
of Management
On
February 16, 2000, we entered into an agreement to provide Dr. Israel with
a
loan of up to $100,000 to assist in the purchase of a home closer to our
principal place of business. The loan was evidenced by a promissory note bearing
interest at the rate of 6% per year and calling for $10,000 principal payments
on June 30 and December 31 of each year. Under the agreement with Dr. Israel,
principal and interest under the promissory note was forgiven and treated as
additional compensation so long as Dr. Israel was our employee when such amounts
become due. At December 31, 2004, the loan of $100,000 and $14,756 of interest
had been forgiven.
Compensation
of Directors
Kurt
W.
Briner and Paul F. Jacobson each receive $40,000 annually as compensation for
their services as Co-Chairmen of the Board. In addition, the Board of Directors
granted the following stock options to purchase shares of our Common Stock
to
each of Messrs. Briner and Jacobson: (1) on January 10, 2005, 25,000 shares
with an exercise price of $15.98 per share, 10,000 shares of each award vested
immediately and the remainder vested on December 31, 2005; (2) on December
8,
2005, 25,000 shares with an exercise price of $24.12 per share, 10,000 shares
of
each award vested immediately and the remainder will vest on December 31,
2006.
In
addition to the above retainer fees and option grants, Messrs. Briner and
Jacobson receive compensation for their services as non-employee directors
of
Progenics. Our non-employee directors are entitled to payment for their services
as follows:
|
|
•
|
$2,000
for each meeting of the Board of Directors attended in person, $1,000
for
each in-person meeting attended by telephone and $500 for participation
in
each telephonic meeting;
|
|
|
|
|
|
|
|
|
|
•
|
for
committee meetings held other than in conjunction with a meeting
of the
entire Board, $1,000 for attendance in person and $500 for telephonic
participation;
|
|
|
|
|
|
|
|
|
•
|
for
committee meetings held on the day after a meeting of the entire
Board,
$500 for participation;
|
|
|
|
|
|
|
|
|
•
|
for
committee meetings held on the same day, no additional compensation
is
paid;
|
|
|
|
|
|
|
|
•
|
an
annual retainer fee of $15,000, except for Messrs. Briner and Jacobson
who
are entitled to an annual retainer fee of $40,000 as described above;
and
|
|
|
|
|
|
|
|
|
•
|
an
option to purchase 10,000 shares of our Common Stock granted annually
on
each July 1 with an exercise price equal to the fair market value
as of
the date of grant, provided that with regard to the option grant
on July
1, 2005, Messrs. Briner and Jacobson will not be entitled to the
annual
option grant.
|
|
In
addition, the Audit Committee chairman (currently, Mr. Jacobson) is entitled
to
an additional annual retainer fee of $5,000, the Compensation Committee chairman
(currently, Mr. Dalton) is entitled to an additional annual retainer fee of
$2,500, and the Nominating and Corporate Governance and Corporate Governance
Committee chairman (currently, Mr. Baker) is entitled to an additional annual
retainer fee of $2,500.
Dr.
Goff
and Dr. Scheinberg also receive compensation in the form of cash or cash and
stock options, respectively, for service on our Virology Scientific Advisory
Board and Cancer Scientific Advisory Board, respectively. In 2005, Dr. Goff
received $30,000 for such service. Dr. Scheinberg received $28,000 and 8,750
stock options, of which 1,250 shares were granted with a strike price equal
to
fifty percent (50%) of the average closing price for the thirty trading days
preceding the grant date and the remaining 7,500 shares were granted with the
exercise price equal to the grant date fair value, for his service on our
Scientific Advisory Board. For the fiscal year ended December 31, 2005, we
had
non-cash compensation expense of $146,441 with
respect to the options granted to Dr. Scheinberg for his service on our
Scientific Advisory Board.
Report
of the Compensation Committee of the Board of Directors on Executive
Compensation
During
2005, the Compensation Committee of Progenics’ Board of Directors (the
“Compensation Committee”) consisted of three non-employee directors: Mark F.
Dalton, as Chairman, Charles A. Baker and Paul F. Jacobson. Each of the members
of the Compensation Committee has been affirmatively determined by the Board
of
Directors to be an “independent director” as defined in NASD Rule 4200(a)(15).
The Compensation Committee operates under a written Charter adopted by the
Compensation Committee and approved by the Board of Directors as a
whole.
The
Compensation Committee’s policies applicable to the compensation of Progenics’
executive officers are based on the principle that total compensation should
be
set to attract and retain those executives critical to the overall success
of
Progenics and should reward executives for their contributions to the
enhancement of stockholder value.
The
key
elements of the executive compensation package are base salary, employee
benefits applicable to all employees, amounts to pay the after-tax cost of
premiums on life insurance and long-term disability policies, an annual
discretionary bonus and long-term incentive compensation, typically in the
form
of stock options. In general, the Compensation Committee has adopted the policy
that compensation for executive officers should be competitive with that paid
by
leading biotechnology companies for corresponding senior executives. The
Compensation Committee also believes that it is important to have stock options
constitute a substantial portion of executive compensation in order to align
the
interests of executives with those of the stockholders.
In
determining the compensation for each executive officer, the Compensation
Committee generally considers (i) data from outside studies and proxy materials
regarding compensation of executive officers at comparable companies, (ii)
the
input of other directors regarding individual performance of each executive
officer and (iii) qualitative measures of Progenics’ performance such as
progress in the development of the Company’s products, the engagement of
corporate partners for the commercial development and marketing of products
and
the success of Progenics in raising the funds necessary to conduct research
and
development. The Compensation Committee’s consideration of such factors is
subjective and informal. In 2005, the Compensation Committee also employed
an
outside consulting firm to evaluate the compensation of executive officers
in
comparison with similar officers at peer companies.
The
compensation of Dr. Paul J. Maddon, the Chief Executive Officer of Progenics,
for 2005 consisted of $536,785 in annual salary and a discretionary bonus
consisting of 18,080 shares of the Company’s Common Stock with a fair value of
$525,000. One-quarter of the restricted stock vested on March 3, 2006, the
grant
date, and the remainder of the restricted shares will vest through June 20,
2007. In determining the terms of Dr. Maddon’s employment, including Dr.
Maddon’s compensation thereunder, the Compensation Committee was mindful of the
importance of Dr. Maddon’s leadership and contributions to Progenics’ progress
in its programs in HIV therapeutics, symptom management and supportive care
therapeutics and cancer therapeutics, Progenics’ achievements and progress in
the past and the prospect that Dr. Maddon will continue to make significant
contributions to Progenics’ performance in the future.
|
By
the Compensation Committee of the Board of Directors
|
|
|
Mark
F. Dalton, Chairman
|
|
|
Charles
A. Baker
|
|
|
Paul
F. Jacobson
|
Comparative
Stock Performance Graph
The
graph
below compares the cumulative stockholder return on our common stock with the
cumulative stockholder return of (i) the Nasdaq Stock Market (U.S.) Index and
(ii) the Nasdaq Pharmaceutical Index, assuming the investment in each equaled
$100 on December 31, 2000.
CERTAIN
TRANSACTIONS
We
have
entered into indemnification agreements with each of our directors and executive
officers. These agreements require us to indemnify such individuals to the
fullest extent permitted by Delaware law for certain liabilities to which they
may become subject as a result of their affiliation with us.
On
July
1, 2001 and September 1, 2001, we contracted with the Albert Einstein College
of
Medicine of Yeshiva University to perform certain specified research services
relating to identified research and development projects. The contracts provide
that the required research will be performed by an Albert Einstein research
center laboratory headed by Tatjana Dragic, Ph.D., who is the spouse of our
Chief Executive Officer and Chief Science Officer. In 2005, we paid Albert
Einstein College of Medicine $46,000 for their services. In addition, we employ
one research scientist at an aggregate cost of approximately $67,000 and who
is
assigned to Dr. Dragic’s laboratory to assist with research being performed on
our behalf.
Based
solely on a review of the reports under Section 16(a) of the Exchange Act and
representations furnished to us with respect to the last fiscal year, we believe
that each of the persons required to file such reports is in compliance with
all
applicable filing requirements, except for the following: Dr. Maddon, Dr.
Israel, Mr. McKinney and Mr. Mark Baker each filed a late Form 4, relating
to two transactions each; Dr. Scheinberg filed a late Form 4, relating to one
transaction. We are continuing to monitor the effectiveness of our policies
and
procedures which are designed to ensure compliance with Section 16 reporting
requirements.
VOTING
Those
nominees receiving a plurality of the votes cast will be elected directors.
Abstentions and broker non-votes will not affect the outcome of the
election.
Our
Board of Directors deems the election of the seven nominees listed above as
directors to be in our and our stockholders’ best interests and recommends a
vote “FOR” their election.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit
Committee of the Board of Directors has selected PricewaterhouseCoopers LLP
to
serve as our independent registered public accounting firm for the fiscal year
ending December 31, 2006. PricewaterhouseCoopers LLP has served as our
independent registered public accounting firm since 1994.
A
representative of PricewaterhouseCoopers LLP is expected to be present at the
meeting with the opportunity to make a statement if she desires to do so and
is
expected to be available to respond to appropriate questions. Although it is
not
required to do so, the Audit Committee is submitting the selection of our
independent registered public accounting firm for ratification at the meeting.
If this selection is not ratified, the Audit Committee will reconsider its
choice.
Fees
Billed for Services Rendered by our Independent Registered Public Accounting
Firm
The
following table discloses the fees that PricewaterhouseCoopers LLP billed or
are
expected to bill for professional services rendered to us for each of the last
two fiscal years:
|
Type
of Fee
|
2005
|
2004
|
|||||
|
Audit
Fees (1)
|
$
|
753,350
|
$
|
899,395
|
|||
|
Audit
Related Fees (2)
|
64,000
|
49,000
|
|||||
|
Tax
Fees(3)
|
41,300
|
20,900
|
|||||
|
All
Other Fees(4)
|
1,611
|
1,613
|
|||||
(1) Consisted
of fees billed or expected to be billed by PricewaterhouseCoopers LLP in
connection with (i) the audit of our annual financial statements and reviews
of
our quarterly interim financial statements, totaling $561,850 in 2005 and
$861,275 in 2004; (ii) the filing of registration statements with the Securities
and Exchange Commission, totalling $179,000 in 2005 and $26,620 in 2004; and
(iii) the audit of the annual financial statements of PSMA Development Company
LLC, 50% which we are responsible for, totaling an expense to us of $12,500
in
2005 and $11,500 in 2004.
(2) Consisted
of fees billed or expected to be billed by PricewaterhouseCoopers LLP for
accounting advice, including internal control reviews and consultations
concerning financial accounting and reporting standards, totaling $15,000 in
2005 and zero in 2004, as well as fees billed in connection with the audit
of
certain accounts according to the terms of our grants and contract from the
National Institutes of Health, which totaled approximately $49,000 in 2005
and
$49,000 in 2004. PricewaterhouseCoopers LLP has not yet completed its work
on
the audit of our NIH grants and contract for the year ended December 31,
2005.
(3) Consisted
of fees billed or expected to be billed by PricewaterhouseCoopers LLP for
tax-related services, including tax return preparation and advice. Fees billed
or expected to be billed by PricewaterhouseCoopers LLP for (i) tax return
preparation and other tax-related services totaling $25,000 in 2005 and $16,800
in 2004; (ii) tax return preparation for PSMA Development Company LLC, 50%
of
which we are responsible for, totaling an expense to us of $5,300 in 2005 and
$4,100 in 2004. PricewaterhouseCoopers LLP has not yet completed its work on
our
and PSMA Development Company LLC’s tax returns for the fiscal year ended
December 31, 2005 and (iii) tax advice and consultation, regarding Internal
Revenue Code section 382 analysis totaling $11,000.
(4) Consisted
of fees to PricewaterhouseCoopers LLP for a proprietary internet-based
subscription service.
Pre-approval
of Audit and Non-Audit Services by the Audit Committee
As
part
of its duties, the Audit Committee is required to pre-approve audit and
non-audit services performed by the independent registered public accounting
firm in order to assure that the provision of such services does not impair
the
independent registered public accounting firm’s independence. Around April of
every year, the Audit Committee will review a schedule, prepared by the
independent registered public accounting firm , of certain types of services,
and projected fees, to be provided for that year. The Audit Committee will
review the schedule and provide general pre-approval of those types of services.
The fee amounts will be updated to the extent necessary at each of the other
regularly scheduled meetings of the Audit Committee. If a type of service to
be
provided by the independent registered public accounting firm has not received
general pre-approval during this annual process, it will require specific
pre-approval by the Audit Committee. The Audit Committee may delegate either
general or specific pre-approval authority to its chairperson or any other
member or members. The member to whom such authority is delegated must report,
for informational purposes only, any pre-approval decisions to the Audit
Committee at its next meeting. The Audit Committee approved
all services listed above (See — “Fees Billed
for Services Rendered by our Independent Registered Public Accounting Firm”) and
did not utilize the de minimus exception to the pre-approval requirements
to approve any services provided by PricewaterhouseCoopers LLP during fiscal
years 2004 or 2005.
|
Report
of the Audit Committee of the Board of
Directors
|
During
2005, the Audit Committee of the Progenics’ Board of Directors (the “Audit
Committee”) consisted of three non-employee directors: Paul F. Jacobson, as
Chairman, Kurt W. Briner and Charles A. Baker. The Board of Directors and the
Audit Committee believe that the Audit Committee’s current member composition
satisfies the Nasdaq Marketplace rule that governs audit committee composition,
including the requirements that Audit Committee members satisfy the criteria
for
Audit Committee membership as stated in the Sarbanes-Oxley Act of 2002 and
the
rules promulgated by the SEC thereunder. The Audit Committee operates under
a
written Charter adopted by the Audit Committee and approved by the Board of
Directors as a whole.
As
set
forth in its charter, the Audit Committee’s role is one of oversight. Progenics’
management is responsible for preparing Progenics’ financial statements and the
independent registered public accounting firm is responsible for auditing those
financial statements and expressing an opinion as to their conformity with
accounting principles generally accepted in the United States.
The
Audit
Committee’s primary function is to assist the Board in monitoring and overseeing
the integrity of Progenics’ financial statements, systems of internal control
and the audit process. Additionally, the Audit Committee selects, subject to
stockholder ratification, the independent registered public accounting firm
for
Progenics. In this context the Audit Committee has met and has reviewed and
discussed with management and the independent registered public accounting
firm
Progenics’ audited financial statements as of and for the year ended December
31, 2005. The Audit Committee has also discussed with members of the independent
registered public accounting firm each of the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication
with Audit Committees,
as
amended, issued by the Auditing Standards Board of the American Institute of
Certified Public Accountants.
The
Audit
Committee has received and reviewed the written disclosures and the letter
from
the independent registered public accounting firm required by Independence
Standards Board Standard No. 1, Independence
Discussions with Audit Committees,
as
amended, and the Committee has discussed with the independent registered public
accounting firm its independence. When considering the independence of the
independent registered public accounting firm, the Audit Committee considered
whether their provision of services to Progenics beyond those rendered in
connection with their audit and review of Progenics’ financial statements was
compatible with maintaining their independence and discussed with them any
relationships that may impact their objectivity and independence. The Audit
Committee also reviewed, among other things, the amount of fees paid to the
independent registered public accounting firm for audit and non-audit services
in 2005. Information about the independent registered public accounting firm’s
fees for 2005 is listed above in this proxy statement under “Fees Billed for
Services Rendered by Independent Registered Public Accounting Firm.” Based on
these discussions and considerations, the Audit Committee is satisfied as to
the
independent registered public accounting firm’s independence.
The
members of the Audit Committee are not professional accountants or auditors
and,
in performing their oversight role, rely without independent verification on
the
information and representations provided to them by management and the
independent registered public accounting firm. Accordingly, the Audit
Committee’s oversight does not provide an independent basis to certify that the
audit of Progenics’ financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with accounting principles generally accepted in the
United States or that the independent registered public accounting firm is
in
fact “independent.”
Based
on
the reviews and discussions referred to above, the Audit Committee recommended
to the Board of Directors that the audited financial statements referred to
above be included in the Progenics Annual Report on Form 10-K for the year
ended
December 31, 2005. The Audit Committee has also determined, subject to
stockholder approval, to retain PricewaterhouseCoopers LLP as independent
registered public accounting firm for Progenics for the fiscal year ending
December 31, 2006.
By
the Audit Committee of the Board of
Directors
Paul
F. Jacobson,
Chairman
Kurt
W. Briner
Charles
A. Baker
A
majority of the votes cast (excluding abstentions and broker non-votes) at
the
meeting in person or by proxy is necessary for ratification of the selection
of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm.
Our
Board of Directors deems the ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm
to be in our and our stockholders’ best interests and recommends that holders of
common stock vote FOR Proposal II.
COMMON
STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT
|
Beneficial
Ownership
|
The
following table sets forth certain information, as of March 1, 2006, except
as
noted, regarding the beneficial ownership of the Common Stock by (i) each person
or group known to the us to be the beneficial owner of more than 5% of our
common stock outstanding, (ii) each of our directors, (iii) each of our
executive officers named below and (iv) all of our directors and executive
officers as a group.
|
Shares
Beneficially
Owned
(2)
|
||
|
Name
and Address of Beneficial Owner(1)
|
Number
|
Percent
|
|
Entities
affiliated with Tudor Investment Corporation (3)
|
2,342,388
|
9.2%
|
|
1275
King Street
|
||
|
Greenwich,
CT 06831
|
||
|
Paul
Tudor Jones, II (4)
|
2,888,513
|
11.4%
|
|
1275
King Street
|
||
|
Greenwich,
CT 06831
|
||
|
Delaware
Management Holdings (5)
|
1,565,995
|
6.2%
|
|
One
Commerce Square, 2005 Market Street
|
||
|
Philadelphia,
PA 19103
|
||
|
Entities
affiliated with Philip B. Korsant (6)
|
1,770,000
|
7.0%
|
|
Ziff
Asset Management, L.P.
|
||
|
c/o
Philip B. Korsant
|
||
|
283
Greenwich Avenue
|
||
|
Greenwich,
CT 06830
|
||
|
Federated
Investors, Inc. (7)
|
1,331,100
|
5.2%
|
|
Federated
Investors Tower
|
||
|
Pittsburgh,
PA 15222
|
||
|
Sectoral
Asset Management Inc. (8)
|
1,651,434
|
6.5%
|
|
1000
Sherbrooke Street
|
||
|
Montreal,
A1 00000
|
||
|
Paul
J. Maddon, M.D., Ph.D. (9)
|
1,848,265
|
6.9%
|
|
Charles
A. Baker (10)
|
86,481
|
*
|
|
Kurt
W. Briner (11)
|
143,000
|
*
|
|
Mark
F. Dalton (12)
|
2,494,888
|
9.8%
|
|
Stephen
P. Goff, Ph.D. (13)
|
131,000
|
*
|
|
Paul
F. Jacobson (14)
|
278,100
|
1.1%
|
|
David
A. Scheinberg, M.D., Ph.D. (15)
|
175,931
|
*
|
|
Robert
J. Israel, M.D. (16)
|
194,377
|
*
|
|
Robert
A. McKinney, CPA (17)
|
169,669
|
*
|
|
Alton
B. Kremer, M.D., Ph.D. (18)
|
6,967
|
*
|
|
Mark
R. Baker, J.D. (19)
|
2,316
|
*
|
|
All
directors and executive officers as a group (20)
|
6,007,570
|
21.4%
|
|
*
|
Less
than one percent.
|
|
(1)
|
Unless
otherwise specified, the address of each beneficial owner is c/o
Progenics
Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, New
York
10591.
|
(footnotes
continued from previous page)
|
(2)
|
Except
as indicated and pursuant to applicable community property laws,
each
stockholder possesses sole voting and investment power with respect
to the
shares of common stock listed. The number of shares of common stock
beneficially owned includes the shares issuable pursuant to stock
options
to the extent indicated in the footnotes in this table. Shares issuable
upon exercise of these options are deemed outstanding for computing
the
percentage of beneficial ownership of the person holding the options
but
are not deemed outstanding for computing the percentage of beneficial
ownership of any other person.
|
|
(3)
|
The
number of shares owned by entities affiliated with Tudor Investment
Corporation (TIC) consists of 1,820,068 shares held of record by
The Tudor
BVI Portfolio Ltd., a company organized under the law of the Cayman
Islands (Tudor BVI), 287,813 shares held of record by TIC, 193,126
shares
held of record by Tudor Arbitrage Partners L.P. (TAP), 25,981 shares
held
of record by Tudor Proprietary Trading, L.L.C. (TPT), and 15,400
shares
held of record by Tudor Global Trading LLC (TGT). In addition, because
TIC
provides investment advisory services to Tudor BVI, it may be deemed
to
beneficially own the shares held by such entity. TIC disclaims beneficial
ownership of such shares. TGT is the general partner of TAP. Tudor
Group
Holdings LLC (TGH) is the sole member of TGT and indirectly holds
all of
the membership interests of TPT. TGH is also the sole limited partner
of
TAP. TGH expressly disclaims beneficial ownership of the shares
beneficially owned by each of such entities. TGT disclaims beneficial
ownership of shares held by TAP. The number set forth does not include
shares owned of record by Mr. Jones and Mr. Dalton. See Notes (4) and
(12).
|
|
(4)
|
Includes
2,342,388 shares beneficially owned by entities affiliated with TIC.
Mr. Jones is the Chairman and indirect principal equity owner of TIC,
TPT and TGT, and the indirect principal equity owner of TAP. Mr.
Jones may
be deemed to be the beneficial owner of shares beneficially owned,
or
deemed beneficially owned, by entities affiliated with TIC. Mr. Jones
disclaims beneficial ownership of such shares. See
Note (3).
|
|
(5)
|
Based
on a Schedule 13G filed on February 9, 2006, the number of shares
owned by
Delaware Management Holdings and Delaware Management Business Trust
consists of 1,565,995 shares held by Delaware Management Holdings
and
Delaware Management Business Trust, which share voting and dispositive
powers.
|
|
(6)
|
Based
on a Schedule 13G, filed on February 13, 2006, the number of shares
owned
by entities affiliated with Philip B. Korsant consists of 1,770,000
shares
held by Ziff Asset Management, L.P., a Delaware limited partnership.
Mr. Korsant, ZBI Equities, L.L.C. and PBK Holdings, Inc., a Delaware
corporation, share voting and dispositive power over the shares held
by
Ziff Asset Management, L.P.
|
|
(7)
|
Based
on a Schedule 13G, filed February 14, 2006, Federated Investors,
Inc. (the
“Parent”) is the parent holding company of Federated Equity Management
Company of Pennsylvania and Federated Global Investment Management
Corp.
All of the Parent’s outstanding voting stock is held in the Voting Shares
Irrevocable Trust for which John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue act as trustees and they have the collective
voting
control over the Parent.
|
|
(8)
|
Sectoral
Asset Management Inc. in its capacity as an investment adviser, has
the
sole right to vote or dispose of the 1,651,434 shares set forth in
Schedule 13G filed on February 14, 2006. Jerome G. Pfund and Michael
L.
Sjostrom are the sole shareholders of Sectoral Asset Management
Inc.
|
|
(9)
|
Includes
541,865 shares outstanding; 1,261,650 shares issuable upon exercise
of
options exercisable within 60 days of March 1, 2006 and 43,750 shares
of
restricted stock. Also includes 1,000 shares held by Dr. Maddon’s spouse,
the beneficial ownership of which Dr. Maddon disclaims. Excludes
88,229
shares held by a trust, of which his spouse is the beneficiary; neither
Dr. Maddon nor his spouse has investment control over such
trust.
|
|
(10)
|
Includes
21,481 shares owned by the Baker Family Limited Partnership and 65,000
shares issuable upon exercise of options held by Mr. Baker and exercisable
within 60 days of March 1, 2006.
|
|
(11)
|
Includes
3,000 shares outstanding and140,000 shares issuable upon exercise
of
options held by Mr. Briner exercisable within 60 days of March 1,
2006.
|
|
(12)
|
Includes
71,000 shares held of record directly by Mr. Dalton, 65,000 shares
issuable upon exercise of options held by Mr. Dalton exercisable
within 60 days of March 1, 2006 and 16,500 shares held of record
by DF
Partners, a family partnership of which Mr. Dalton is the sole
general partner. The number set forth also includes 2,342,388 shares
beneficially owned by entities affiliated with TIC. Mr. Dalton is
President and an equity owner of TIC and TGH. Mr. Dalton is also
the
President and an indirect equity owner of TGT and TPT. Mr. Dalton
disclaims beneficial ownership of shares beneficially owned, or deemed
beneficially owned, by entities affiliated with TIC and DF Partners,
except to the extent of his pecuniary interest therein. See Note
(3).
|
|
(13)
|
Includes
33,500 shares outstanding and 97,500 shares issuable upon exercise
of
options held by Dr. Goff exercisable within 60 days of March 1,
2006.
|
|
(14)
|
Includes
188,100 shares outstanding and 90,000 shares issuable upon exercise
of
options held by Mr. Jacobson exercisable within 60 days of March 1,
2006.
|
|
(15)
|
Includes
24,181 shares outstanding and 151,750 shares issuable upon exercise
of
options held by Dr. Scheinberg exercisable within 60 days of March
1,
2006.
|
|
(16)
|
Includes
11,502 shares outstanding and 173,750 shares issuable upon exercise
of
options held by Dr. Israel exercisable within 60 days of March 1,
2006. Also includes 9,125 shares of restricted
stock.
|
|
(17)
|
Includes
7,044 shares outstanding and 152,500 shares issuable upon exercise
of
options held by Mr. McKinney exercisable within 60 days of March
1, 2006.
Also includes 10,125 shares of restricted
stock.
|
(footnotes
continued from previous page)
|
(18)
|
Includes
3,467 shares outstanding and no shares issuable upon exercise of
options
held by Dr. Kremer exercisable within 60 days of March 1, 2006. Also
includes 3,500 shares of restricted
stock.
|
|
(19)
|
Includes
2,316 shares outstanding and no shares issuable upon exercise of
options
held by Mr. Baker exercisable within 60 days of March 1,
2006.
|
|
(20)
|
Includes
3,295,820 shares outstanding, 111,500 shares of restricted stock
and
2,600,250 shares issuable upon the exercise of stock options exercisable
within 60 days of March 1, 2006 held by affiliated entities, directors
and
named executive officers as set forth in the above table and by all
other
executive officers.
|
|
|
|
Sales
of Stock by Insiders
|
We
have
established stock sale guidelines governing the way in which shares of our
common stock may be sold by persons who may be considered insiders (directors,
executive officers and certain key employees who we may designate from time
to
time). From time to time, such insiders will engage in sales of our common
stock
in accordance with these guidelines. These sales may be accomplished pursuant
to
SEC Rule 144 or pursuant to pre-arranged stock trading plans adopted in
accordance with Rule 10b5-1 of the Exchange Act.
Rule
10b5-1 allows persons who may be considered insiders to establish written
pre-arranged stock trading plans when they do not have material, non-public
information. The plans establish predetermined trading parameters that do not
permit the person adopting the plan to exercise any subsequent influence over
how, when or whether to effect trades. Implementation of these plans seeks
to
avoid concerns about executing stock transactions when insiders may subsequently
be in possession of material, non-public information. Pre-arranged stock trading
plans adopted in accordance with Rule 10b5-1 also permit our insiders to
gradually diversify their investment portfolios and may minimize the market
impact of stock trades by spreading them over an extended period of
time.
During
the first quarter of 2006, Paul J. Maddon, M.D., Ph.D. the Company’s Founder,
Chief Executive Officer and Chief Science Officer established a stock trading
plan in accordance with Rule 10b5-1 of the Securities Act of 1934. Under this
plan, Dr. Maddon has directed a broker to exercise and sell shares pursuant
to
stock options which are scheduled to expire in 2007. Several other Progenics
executive officers have established 10b5-1 plans. Other executive officers
may
choose to establish 10b5-1 plans in the future.
In
accordance with Rule 10b5-1, officers and directors of public companies may
adopt plans for purchasing or selling securities in which the amount, price
and
date of the transactions are specified. These plans may only be entered into
when the officer or director is not in possession of material, nonpublic
information.
Stockholders
may obtain without charge a copy of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 by directing written requests to Investor
Relations, Progenics Pharmaceuticals, Inc., 777 Old Saw Mill River Road,
Tarrytown, New York 10591.
STOCKHOLDER
PROPOSALS
The
proxy
rules adopted by the SEC provide that certain stockholder proposals must be
included in the proxy statement for our Annual Meeting. For a proposal to be
considered for inclusion in next year’s proxy statement, it must be submitted in
writing to our Corporate Secretary no later than January 10, 2007. If we receive
notice after March 24, 2007 of a stockholder’s intent to present a proposal at
our 2007 Annual Meeting, we will have the right to exercise discretionary voting
authority with respect to such proposal, if presented at the meeting, without
including information regarding such proposal in our proxy
materials.
HOUSEHOLDING
We
have
adopted the process called “householding” for mailing the annual report and
proxy statement in order to reduce printing costs and postage fees. Householding
means that stockholders who share the same last name and address will receive
only one copy of the annual report and proxy statement, unless we receive
contrary instructions from any stockholder at that address. We will continue
to
mail a proxy card to each stockholder of record.
If
you
prefer to receive multiple copies of the proxy statement and annual report
at
the same address, additional copies will be provided to you promptly upon
request. If you are a stockholder of record, you may contact us by writing
c/o
the Corporate Secretary at our corporate headquarters. Eligible stockholders
of
record receiving multiple copies of the annual report and proxy statement can
request householding by contacting us in the same manner.
If
you
are a beneficial owner, you can request additional copies of the proxy statement
and annual report or you can request householding by notifying your broker,
bank
or nominee.
OTHER
BUSINESS
The
Board
of Directors knows of no other business to be acted upon at the meeting.
However, if any other business properly comes before the meeting, it is the
intention of the persons named in the enclosed proxy to vote on such matters
as
recommended by the Board of Directors.
The
prompt return of your proxy will be appreciated and helpful in obtaining the
necessary vote. Therefore, whether or not you expect to attend the meeting,
please sign the proxy and return it in the enclosed envelope.
By order
of the Board of Directors
ROBERT
A.
McKINNEY
Chief
Financial Officer
Senior
Vice President,
Finance & Operations and Treasurer
Tarrytown,
New York
April
27,
2006
|
|
|
777
OLD SAW MILL RIVER ROAD
TARRYTOWN,
NY 10591
|
|
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time on June
11, 2006.
Have your proxy card in hand when you access the web site and follow
the
instructions to obtain your records and to create an electronic voting
instruction form.
VOTE
BY PHONE-1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up
until
11:59 P. M. Eastern Time on June 11, 2006. Have your proxy card in
hand
when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we’ve provided or return to Progenics Pharmaceuticals, Inc., c/o ADP,
51
Mercedes Way, Edgewood, NY 11717.
VOTE
IN PERSON Attend the Annual Shareholders Meeting at 10:00 A.M.
Eastern Time on Monday, June 12, 2006.
Landmark
at Eastview
Rockland
Room 777 Old Saw Mill River Road
Tarrytown,
NY 10591
ELECTRONIC
DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by Progenics Pharmaceuticals,
Inc. in mailing proxy materials, you can consent to receiving all
future
proxy statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow
the
instructions above to vote using the Internet and, when prompted,
indicate
that you agree to receive or access shareholder communications
electronically in future years.
|
|
|
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
PROGN1
|
KEEP
THIS PORTION FOR YOUR RECORDS
|
|
|
DETACH
AND RETURN THIS PORTION ONLY
|
|
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
|
|
PROGENICS
PHARMACEUTICALS, INC.
|
|
||||||
|
|
|
|
|
|
|||
|
Vote
On Directors
|
|||||||
|
|
|
|
|
|
|
|
|
|
1.
ELECTION OF DIRECTORS:
|
|||||||
|
|
NOMINEES:
|
|
|
|
|
|
|
|
|
01)
Charles A. Baker
|
For
All
|
Withhold
All
|
For
All
Except
|
|
To
withhold authority to vote for any individual
nominee(s),
mark “For All Except” and write the nominee’s number on the line
below.
|
|
|
|
02)
Kurt W. Briner
|
|
|||||
|
|
03)
Mark F. Dalton
|
|
|||||
|
|
04)
Stephen P. Goff, Ph.D.
|
|
|
|
|
|
|
|
|
05)
Paul F. Jacobson
|
o
|
o
|
o
|
|
|
|
|
|
06)
Paul J. Maddon, M.D., Ph.D.
|
|
|
|
|
|
|
|
|
07)
David A. Scheinberg, M.D., Ph.D.
|
|
|
|
|
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Vote
On Proposals
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For
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Against
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Abstain
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2.
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Ratification
of the selection of PricewaterhouseCoopers LLP to serve as the Company’s
independent registered public accounting firm for the fiscal year
ending
December 31, 2006.
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o
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o
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o
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3.
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Authority
to vote in their discretion on such other business as may properly
come
before the meeting.
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o
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o
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o
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NOTE:
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Please
sign exactly as your name or names appear on this Proxy. When shares
are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title
as
such. If the signer is a corporation, please sign full corporate
name by
duly authorized officer, giving full title as such. If signer is
a
partnership, please sign in partnership name by authorized person.
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For
comments, please check this box and write them on the back where
indicated
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o
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Please
indicate if you plan to attend this meeting
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o
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o
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Yes
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No
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_________________________________
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_________
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_____________________________
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_________
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature
(Joint Owners)
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Date
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PROGENICS
PHARMACEUTICALS, INC.
777
OLD SAW MILL RIVER ROAD
TARRYTOWN,
NEW YORK 10591
ANNUAL
MEETING OF STOCKHOLDERS JUNE 12, 2006
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
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The
undersigned hereby appoints Paul J. Maddon, M.D., Ph.D., and Robert
A.
McKinney, and each of them, as Proxies each with the power to appoint
his
substitute and hereby authorizes them to represent and to vote, as
designated on the reverse side, all of the shares of Common Stock
of
Progenics Pharmaceuticals, Inc. held of record by the undersigned
on April
13, 2006 at the Annual Meeting of Stockholders to be held on June
12, 2006
or any adjournments or postponements thereof.
This
proxy, when properly executed, will be voted in the manner directed
herein
by the undersigned stockholder. If no direction is made, this proxy
will
be voted for each of the proposals named on the reverse
side.
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Comments:
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(If
you noted any Comments above, please mark corresponding box on the
reverse
side.)
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(Continued
and to be signed on the reverse
side)
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