EXELIXIS, INC. (NASDAQ:EXEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

EXELIXIS, INC. (NASDAQ:EXEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On February 28, 2019 (the “Adoption Date”), the Board of Directors (the “Board”) of Exelixis, Inc. (the “Company”) adopted a Policy for Recoupment of Variable Compensation (the “Clawback Policy”). The Clawback Policy permits the Company to seek to recover certain variable compensation, including all forms of compensation except base salary that is granted or awarded after the Adoption Date, from current and former employees of the Company with the title of Vice President or above (each, a “Covered Officer”) if a Covered Officer’s misconduct, defined in the Clawback Policy as a knowing violation of Securities and Exchange Commission rules or regulations or Company policy or the willful commission of an act of fraud, dishonesty or gross recklessness in the performance or disregard of a person’s duties, as determined by the Board in its sole discretion, contributed to the occurrence of actual material harm to the Company’s business or could reasonably be expected to result in material harm to the Company’s business, in either case as determined by the Board in its sole discretion (each, a “Triggering Event”). For purposes of the Clawback Policy, material harm to the Company’s business includes, but is not limited to, the Company being required to prepare an accounting restatement for any fiscal period commencing after the Adoption Date due to material noncompliance of the Company with any financial reporting requirement.

If there is a Triggering Event, the Company may, at the discretion of the Board, seek recoupment of up to the full amount of the recoverable variable compensation and any gains the applicable Covered Officer realized with respect to the sale of shares of the Company’s common stock received to such recoverable variable compensation in the form of equity-based awards, including stock options and restricted stock units, in an amount determined by the Board in its discretion.

The deadline for seeking recoupment of recoverable variable compensation from a Covered Officer to the Clawback Policy is three years following the occurrence of the material harm that contributed to the Triggering Event, or three years following the date the Board is notified of a Covered Officer’s misconduct in the event the Triggering Event does not include actual material harm.

The Clawback Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer, and it may be revised upon the adoption of federal regulations implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The foregoing is only a brief description of the terms of the Clawback Policy, does not purport to be complete and is qualified in its entirety by reference to the Clawback Policy that will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 29, 2019.

About EXELIXIS, INC. (NASDAQ:EXEL)

Exelixis, Inc. is a biopharmaceutical company. The Company is engaged in developing small molecule therapies for the treatment of cancer. It focuses on the development and commercialization of cabozantinib, an inhibitor of multiple receptor tyrosine kinases, in various tumor indications. Cabozantinib is indicated for the treatment of progressive, metastatic medullary thyroid cancer, and is sold under the brand name COMETRIQ. It is evaluating Cabozantinib in a development program, which consists of over 45 clinical trials, across multiple indications, including pivotal studies in advanced renal cell carcinoma (RCC) and hepatocellular carcinoma (HCC). Its other products are Cobimetinib and XL888. Cobimetinib is a potent, selective inhibitor of MEK, a kinase that is a component of the RAS/RAF/MEK/ERK pathway. XL888 is a small molecule oral inhibitor of Heat Shock Protein 90 (HSP90), a molecular chaperone protein that affects the activity and stability of a range of regulatory proteins.

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