xoma8k_122909.htm
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): December 29,
2009
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
|
0-14710
|
|
52-2154066
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
2910
Seventh Street, Berkeley, California
|
94710
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
Registrant's
telephone number, including area code
|
|
(510)
204-7200
|
(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Compensation
Arrangements of Certain Officers.
At the
time of XOMA Ltd.’s (the “Company”) annual compensation review in early 2009, in
light of economic conditions and in order to conserve the Company’s cash
resources, management recommended, and the Board of Directors agreed, not to
implement merit-based salary increases to the Company’s employees for 2009 and
not to grant bonuses under any of its incentive bonus plans for performance in
2008, even though the Company as a whole and many of its employees had performed
to a level at which such bonuses and increases would have been
justified.
In order
to enable the Company to provide compensation at levels competitive with those
of other biotechnology companies, as well as retain employees with the
capabilities necessary to advance key business objectives, management has
recommended and the Board of Directors has agreed to implement salary increases
for employees whose performance merited such an increase, retroactive to the
beginning of the current salary cycle.
After
giving effect to the approved increases, the current annual salaries, pursuant
to employment agreements with the Company, the form of which is filed as Exhibit
10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2008, of the executive officers whose compensation was disclosed in the
Company’s 2009 Proxy Statement and whose dates of hire made them eligible for
such increases are as follows: Mr. Engle -- $540,750.00; Dr. Scannon
- $389,340.00; Mr. Margolin - $ 338,520.00; and Mr. Tenerowicz -
$278,100.00.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Dated: December
29, 2009
|
XOMA
LTD.
|
|
|
|
|
|
|
|
|
By: /s/ Christopher J. Margolin
|
|
|
Christopher J. Margolin
|
|
|
Vice President, General
|
|
|
Counsel and Secretary
|