def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Genomic Health, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Genomic
Health, Inc.
301 Penobscot Drive
Redwood City, California 94063
(650) 556-9300
April 24, 2008
Dear Stockholder:
You are cordially invited to attend the 2008 Annual Meeting of
Stockholders of Genomic Health, Inc. The meeting will be held at
10:00 a.m., Pacific Time, on Wednesday, May 21, 2008,
at Seaport Center, 459 Seaport Court, Redwood City, California
94063.
The formal notice of the Annual Meeting and the Proxy Statement
has been made a part of this invitation.
Whether or not you attend the Annual Meeting, it is important
that your shares be represented and voted at the Annual Meeting.
After reading the Proxy Statement, please promptly vote and
submit your proxy by dating, signing and returning the enclosed
proxy card in the enclosed postage-prepaid envelope. Your
shares cannot be voted unless you submit your proxy or attend
the Annual Meeting in person.
We have also enclosed a copy of our 2007 Annual Report.
We look forward to seeing you at the meeting.
Sincerely,
Randal W. Scott, Ph.D.
Chairman of the Board and Chief Executive Officer
Genomic
Health, Inc.
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held on Wednesday, May 21, 2008
To our Stockholders:
Genomic Health, Inc. will hold its Annual Meeting of
Stockholders at 10:00 a.m., Pacific Time, on Wednesday,
May 21, 2008 at Seaport Center, 459 Seaport Court, Redwood
City, California 94063.
We are holding this Annual Meeting:
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to elect eight directors to serve until the 2009 Annual Meeting
or until their successors are duly elected and qualified;
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to ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for 2008; and
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to transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement of the Annual
Meeting.
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Stockholders of record at the close of business on April 7,
2008, are entitled to notice of and to vote at this meeting and
any adjournment or postponement of the Annual Meeting. For ten
days prior to the meeting, a complete list of stockholders
entitled to vote at the Annual Meeting will be available at the
Secretarys office, 301 Penobscot Drive, Redwood City,
California 94063.
It is important that your shares be represented at this
meeting. Even if you plan to attend the meeting, we hope that
you will promptly vote and submit your proxy by dating, signing
and returning the enclosed proxy card. This will not limit your
rights to attend or vote at the meeting.
By Order of the Board of Directors
G. Bradley Cole
Executive Vice President,
Chief Financial Officer and Secretary
Redwood City, California
April 24, 2008
TABLE
OF CONTENTS
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Genomic
Health, Inc.
301 Penobscot Drive
Redwood City, California 94063
PROXY
STATEMENT
Information
Concerning Voting and Solicitation
This Proxy Statement is being furnished to you in connection
with the solicitation by the board of directors of Genomic
Health, Inc., a Delaware corporation (we,
us, Genomic Health or the
Company), of proxies in the accompanying form to be
used at the Annual Meeting of Stockholders of the Company to be
held at Seaport Center, 459 Seaport Court, Redwood City,
California 94063 on Wednesday, May 21 2008, at 10:00 a.m.,
Pacific Time, and any postponement or adjournment thereof (the
Annual Meeting).
This Proxy Statement and the accompanying form of proxy are
being mailed to stockholders on or about April 24, 2008.
Questions
and Answers About
the Proxy Materials and the Annual Meeting
What
proposals will be voted on at the Annual Meeting?
Two proposals will be voted on at the Annual Meeting:
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The election of directors; and
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The ratification of the appointment of the independent
registered public accounting firm for 2008.
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What are
the Boards recommendations?
Our board recommends that you vote:
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FOR election of each of the nominated
directors; and
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FOR ratification of the appointment of the
independent registered public accounting firm for 2008.
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Will
there be any other items of business on the agenda?
We do not expect any other items of business because the
deadline for stockholder proposals and nominations has already
passed. Nonetheless, in case there is an unforeseen need, the
accompanying proxy gives discretionary authority to the persons
named on the proxy with respect to any other matters that might
be brought before the meeting. Those persons intend to vote that
proxy in accordance with their best judgment.
Who is
entitled to vote?
Stockholders of record at the close of business on April 7,
2008 (the Record Date) may vote at the Annual
Meeting. Each stockholder is entitled to one vote for each share
of the Companys common stock held as of the Record Date.
What is
the difference between holding shares as a stockholder of record
and as a beneficial owner?
Stockholder of Record. If your shares are
registered directly in your name with Genomic Healths
transfer agent, Computershare Trust Company, Inc., you are
considered, with respect to those shares, the stockholder of
record. The Proxy Statement, Annual Report and proxy card have
been sent directly to you by Genomic Health.
Beneficial Owner. If your shares are held in a
brokerage account or by a bank or other nominee, you are
considered the beneficial owner of shares held in street name.
The Proxy Statement and Annual Report have been forwarded to you
by your broker, bank or nominee who is considered, with respect
to those shares, the stockholder of record. As the beneficial
owner, you have the right to direct your broker, bank or nominee
how to vote your shares by using the voting instruction form
included in the mailing.
How do I
vote?
You may vote using any of the following methods:
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By Mail Sign and date each proxy card you
receive and return it in the prepaid envelope. Sign your name
exactly as it appears on the proxy. If you return your signed
proxy but do not indicate your voting preferences, your shares
will be voted on your behalf FOR the election of the
nominated directors and FOR the ratification of the
independent registered public accounting firm for 2008.
Stockholders of record may vote by mail or in person at the
Annual Meeting.
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By Telephone or the Internet If you are a
beneficial owner, you will receive instructions from the holder
of record that you must follow in order for your shares to be
voted. Telephone and Internet voting will be offered to
stockholders owning shares through most banks and brokers.
Follow the instructions located on your voting instruction form.
Please be aware that if you vote over the Internet, you may
incur costs such as telephone and Internet access charges for
which you will be responsible.
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If you vote by telephone or via the Internet you do not need to
return your voting instruction form to your bank or broker.
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In Person at the Annual Meeting Shares held
in your name as the stockholder of record may be voted at the
Annual Meeting. Shares held beneficially in street name may be
voted in person only if you obtain a legal proxy from the
broker, bank or nominee that holds your shares giving you the
right to vote the shares. Even if you plan to attend the
Annual Meeting, we recommend that you also submit your proxy or
voting instructions or vote by telephone or the Internet so that
your vote will be counted if you later decide not to attend the
meeting.
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Can I
change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time prior
to the vote at the Annual Meeting. If you submitted your proxy
by mail, you must file with the Secretary of the Company a
written notice of revocation or deliver, prior to the vote at
the Annual Meeting, a valid, later-dated proxy. If you submitted
your proxy by telephone or the Internet, you may change your
vote or revoke your proxy with a later telephone or Internet
proxy, as the case may be. Attendance at the Annual Meeting will
not have the effect of revoking a proxy unless you give written
notice of revocation to the Secretary before the proxy is
exercised or you vote by written ballot at the Annual Meeting.
How are
votes counted?
In the election of directors, you may vote FOR all
of the nominees or your vote may be WITHHELD with
respect to one or more of the nominees. For the other items of
business, you may vote FOR, vote AGAINST
or ABSTAIN. If you ABSTAIN, the
abstention has the same effect as a vote AGAINST. If
you provide specific instructions, your shares will be voted as
you instruct. If you sign your proxy card or voting instruction
form with no instructions, your shares will be voted in
accordance with the recommendations of the board
(FOR all of the nominees to the board and
FOR ratification of the independent registered
public accounting firm) and in the discretion of the proxy
holders on any other matters that properly come before the
meeting.
What vote
is required to approve each item?
In the election of directors, the eight persons receiving the
highest number of FOR votes at the Annual Meeting
will be elected. All other proposals require the affirmative
FOR vote of a majority of the shares present and
voting at the Annual Meeting in person or by proxy. If you hold
shares beneficially in street name and do not
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provide your broker or nominee with voting instructions, your
shares may constitute broker non-votes. Generally,
broker non-votes occur on a matter when a broker is not
permitted to vote on that matter without instructions from the
beneficial owner and instructions are not given. In tabulating
the voting result for any particular proposal, shares that
constitute broker non-votes are not considered entitled to vote
on that proposal. Thus, broker non-votes will not affect the
outcome of any matter being voted on at the Annual Meeting,
assuming that a quorum is obtained. Abstentions have the same
effect as votes against the matter.
Is
cumulative voting permitted for the election of
directors?
Stockholders may not cumulate votes in the election of
directors, which means that each stockholder may vote no more
than the number of shares he or she owns for a single director
candidate.
What
constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of
the holders of a majority of common stock outstanding on the
Record Date will constitute a quorum. As of the close of
business on the Record Date, there were 28,245,089 shares
of our common stock outstanding. Both abstentions and broker
non-votes are counted for the purpose of determining the
presence of a quorum.
How are
proxies solicited?
Our employees, officers and directors may solicit proxies. We
will bear the cost of soliciting proxies and will reimburse
brokerage houses and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy
and solicitation material to the owners of common stock.
IMPORTANT
Please promptly vote and submit your proxy by signing, dating
and returning the enclosed proxy card in the postage-prepaid
return envelope so that your shares can be voted. This will not
limit your rights to attend or vote at the Annual Meeting.
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Proposal 1
Directors
and Nominees
As of the Annual Meeting, we will have eight authorized
directors. Michael Goldberg is retiring from the board of
directors as of the Annual Meeting. We are grateful for his
guidance and his years of service to the Company. The board
expects to appoint existing board members to replace
Mr. Goldberg on the Audit Committee and the Nominating and
Corporate Governance Committee effective as of the Annual
Meeting.
At the Annual Meeting, eight persons will be elected as members
of your board of directors, each for a one-year term or until
their successors are elected and qualified. The Nominating and
Corporate Governance Committee of the board of directors has
recommended, and the board of directors has designated, the
eight persons listed below for election at the Annual Meeting.
The proxies given to the proxy holders will be voted or not
voted as directed and, if no direction is given, will be voted
FOR each of the nominees. Your board of directors knows of no
reason why any of these nominees should be unable or unwilling
to serve. However, if for any reason any nominee should be
unable or unwilling to serve, the proxies will be voted for any
nominee designated to fill the vacancy by your board of
directors, taking into account the recommendations of the
Nominating and Corporate Governance Committee.
The names of the board of directors nominees, their ages
as of March 15, 2008, and certain biographical information
about the nominees are set forth below.
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Director
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Name
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Age
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Position with Company
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Since
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Randal W. Scott, Ph.D.
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Chairman of the Board and Chief Executive Officer
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2000
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Kimberly J. Popovits
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President, Chief Operating Officer and Director
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2002
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Julian C. Baker
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Director
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2001
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Brook H. Byers
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Director
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2001
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Fred E. Cohen, M.D., Ph.D.
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Director
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2002
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Samuel D. Colella
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Director
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2001
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Randall S. Livingston
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Director
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2004
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Woodrow A. Myers, Jr., M.D.
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Director
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2006
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Randal W. Scott, Ph.D. has served as our Chairman of
the Board and Chief Executive Officer since our inception in
August 2000 and served as President from August 2000 to February
2002, Chief Financial Officer from December 2000 to April 2004,
and Secretary from August 2000 to December 2000 and from May
2003 to February 2005. Dr. Scott was a founder of Incyte
Corporation, which at the time was a genomic information
company, and served Incyte in various roles, including Chairman
of the Board from August 2000 to December 2001, President from
January 1997 to August 2000, and Chief Scientific Officer from
March 1995 to August 2000. Dr. Scott holds a B.S. in
Chemistry from Emporia State University and a Ph.D. in
Biochemistry from the University of Kansas.
Kimberly J. Popovits has served as our President and
Chief Operating Officer since February 2002. From November 1987
to February 2002, Ms. Popovits served in various roles at
Genentech, Inc., a biotechnology company, most recently serving
as Senior Vice President, Marketing and Sales from February 2001
to February 2002, and as Vice President, Sales from October 1994
to February 2001. Prior to joining Genentech, she served as
Division Manager, Southeast Region, for American Critical
Care, a Division of American Hospital Supply, a supplier of
healthcare products to hospitals. Ms. Popovits is a
director of Nuvelo, Inc. Ms. Popovits holds a B.A. in
Business from Michigan State University.
Julian C. Baker is a Managing Member of Baker Bros.
Advisors, LLC, which he and his brother, Felix
Baker, Ph.D., founded in 2000. Mr. Bakers firm
manages Baker Brothers Investments, a family of long-term
investment funds for major university endowments and
foundations, which are focused on publicly traded life
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sciences companies. Mr. Bakers career as a
fund-manager began in 1994 when he co-founded a biotechnology
investing partnership with the Tisch Family. Previously,
Mr. Baker was employed from 1988 to 1993 by the private
equity investment arm of Credit Suisse First Boston. He is also
a director of Incyte Corporation, Neurogen Corporation and
Trimeris, Inc. Mr. Baker holds an A.B. in Social Studies
from Harvard University.
Brook H. Byers is a general partner of Kleiner Perkins
Caufield & Byers, a venture capital firm which he
joined in 1977. He was the founding president and chairman of
four life science companies: Hybritech Inc., IDEC
Pharmaceuticals Corporation, InSite Vision Inc. and Ligand
Pharmaceuticals Inc. Mr. Byers currently serves as a
director of a number of privately held technology, healthcare
and biotechnology companies. Mr. Byers holds a B.S. in
Electrical Engineering from the Georgia Institute of Technology
and an M.B.A. from the Stanford Graduate School of Business.
Fred E. Cohen, M.D., Ph.D. joined TPG Ventures,
a venture capital firm, as a Managing Director in 2001.
Dr. Cohen is also a Professor of Medicine and Pharmacology
at the University of California, San Francisco, where he
has taught since July 1988. Dr. Cohen is a director of
Matrix Laboratories Limited, Quintiles Transnational, Axcan
Pharmceuticals and a number of privately held companies.
Dr. Cohen holds a B.S. in Molecular Biophysics and
Biochemistry from Yale University, a Ph.D. in Molecular
Biophysics from Oxford University and an M.D. from Stanford
University.
Samuel D. Colella co-founded Versant Ventures, a
healthcare and biotechnology venture capital firm, in 1999.
Mr. Colella is also a general partner of Institutional
Venture Partners, a venture capital firm he joined in 1984.
Mr. Colella currently serves as a director of Alexza
Pharmaceuticals, Inc., Jazz Pharmaceuticals, Inc. and a number
of privately held technology and biotechnology companies.
Mr. Colella has a B.S. in Business and Engineering from the
University of Pittsburgh and an M.B.A. from the Stanford
Graduate School of Business.
Randall S. Livingston has served as Vice President for
Business Affairs and Chief Financial Officer of Stanford
University since 2001. From 1999 to 2001, Mr. Livingston
served as Executive Vice President and Chief Financial Officer
of OpenTV Corp., a provider of interactive television services.
From 1996 until 1999, Mr. Livingston served as a consultant
and part-time executive for several Silicon Valley technology
companies. Prior to 1996, Mr. Livingston worked for
Heartport, Inc., Taligent, Apple Computer, Ingres Corporation
and McKinsey & Company. Mr. Livingston holds a
B.S. in Mechanical Engineering from Stanford University and an
M.B.A. from the Stanford Graduate School of Business.
Woodrow A. Myers, Jr., M.D. has served as
Managing Director of Myers Ventures LLC, which concentrates on
opportunities in healthcare and education, since December 2005.
He was the Executive Vice President and Chief Medical Officer of
WellPoint, Inc., a commercial health benefits company, from
September 2000 to January 2005. Dr. Myers holds a B.S. in
Biological Sciences from Stanford University, an M.D. from
Harvard Medical School and an M.B.A. from the Stanford
University Graduate School of Business.
Vote
Required
The eight nominees for director receiving the highest number of
affirmative votes will be elected as directors. Unless marked to
the contrary, proxies received will be voted FOR the
nominees.
Your board of directors recommends a vote FOR the election of
the nominees set forth above as directors of Genomic Health.
Director
Independence
Our board of directors has determined that, except for
Dr. Scott and Ms. Popovits, each individual who
currently serves as a member of the board is, and each
individual who served as a member of the board in 2007 was, an
independent director within the meaning of
Rule 4200 of The NASDAQ Stock Market. Dr. Scott and
Ms. Popovits are not independent because they are employed
by the Company. All of the nominees are members of the board
standing for reelection as directors. For Messrs. Byers,
Colella, Goldberg and Livingston and Drs. Cohen and Myers,
the board of directors considered their relationship and
transactions with the Company as directors and
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securityholders of the Company. For Mr. Baker, the board of
directors considered Mr. Bakers status as a director
and securityholder, and ordinary course transactions between the
Company and another company for which Mr. Baker serves as a
director.
Board
Meetings
Our board of directors held six meetings in 2007. Each director
attended at least 75% of the aggregate number of meetings of the
board of directors held during the period for which such
director served on our board of directors and of the committees
on which such director served. The independent directors meet in
regularly scheduled executive sessions at in-person meetings of
the board of directors without the participation of the Chief
Executive Officer or the other members of management. We do not
have a policy that requires the attendance of directors at the
Annual Meeting. Three board members attended our 2007 annual
meeting.
Committees
of the Board of Directors
Below is a description of each committee of the board of
directors. The board of directors has determined that each
director who serves on the Audit, Compensation, and Nominating
and Corporate Governance Committees is independent,
as that term is defined by applicable listing standards of The
NASDAQ Stock Market and rules of the Securities and Exchange
Commission, or SEC, and has adopted written charters for these
committees. These charters are available on the investor section
of our website (www.genomichealth.com).
Audit
Committee
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Number of Members:
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3
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Current Members:
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Randall S. Livingston (Chair and Audit Committee Financial
Expert)
Samuel D. Colella
Michael D. Goldberg
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Number of Meetings in 2007:
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6
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Functions:
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The Audit Committee provides assistance to the board of
directors in fulfilling its oversight responsibilities relating
to the Companys financial statements, system of internal
control over financial reporting, and auditing, accounting and
financial reporting processes. Other specific duties and
responsibilities of the Audit Committee are to appoint,
compensate, evaluate and, when appropriate, replace the
Companys independent registered public accounting firm;
review and pre-approve audit and permissible non-audit services;
review the scope of the annual audit; monitor the independent
registered public accounting firms relationship with the
Company; and meet with the independent registered public
accounting firm and management to discuss and review the
Companys financial statements, internal control over
financial reporting, and auditing, accounting and financial
reporting processes.
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Compensation
Committee
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Number of Members:
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4
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Current Members:
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Samuel D. Colella (Chair)
Brook H. Byers
Fred E. Cohen, M.D., Ph.D.
Woodrow A. Myers, Jr., M.D.
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Number of Meetings in 2007:
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6
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Functions:
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The Compensation Committees primary functions are to
assist the board of directors in meeting its responsibilities
with regard to oversight and determination of executive
compensation and to review and make recommendations with respect
to major compensation plans, policies and programs of the
Company. Other specific duties and responsibilities of the
Compensation Committee are to review, and make recommendations
for approval by the independent members of the board of
directors regarding compensation of our Chief Executive Officer
and other executive officers, and administer our stock plans and
other equity-based compensation plans.
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As allowed under its charter, the Compensation Committee has
delegated to Randal Scott and Kimberly Popovits, the members of
the Non-Management Stock Option Committee, the authority to
grant options to new non-executive employees. This Committee may
not grant options to purchase more than 50,000 shares of
common stock to any employee.
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Nominating
and Corporate Governance Committee
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Number of Members:
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3
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Current Members:
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Fred E. Cohen, M.D., Ph.D. (Chair)
Samuel D. Colella
Michael D. Goldberg
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Number of Meetings in 2007:
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1
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Functions:
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The Nominating and Corporate Governance Committees primary
functions are to identify qualified individuals to become
members of the board of directors, determine the composition of
the board and its committees, and monitor a process to assess
board effectiveness. Other specific duties and responsibilities
of the Nominating and Corporate Governance Committee are to
recommend nominees to fill vacancies on the board of directors,
review and make recommendations to the board of directors with
respect to candidates for director proposed by stockholders, and
review on an annual basis the functioning and effectiveness of
the board and its committees.
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Director
Nominations
The board of directors nominates directors for election at each
annual meeting of stockholders and elects new directors to fill
vacancies when they arise. The Nominating and Corporate
Governance Committee has the responsibility to identify,
evaluate, recruit and recommend qualified candidates to the
board of directors for nomination or election.
The board of directors has as an objective that its membership
be composed of experienced and dedicated individuals with
diversity of backgrounds, perspectives and skills. The
Nominating and Corporate Governance Committee will select
candidates for director based on their character, judgment,
diversity of experience, business acumen, and ability to act on
behalf of all stockholders. The Nominating and Corporate
Governance Committee believes that nominees for director should
have experience, such as experience in management or accounting
and finance, or industry and technology knowledge, that may be
useful to Genomic Health and the board of directors, high
personal and professional ethics, and the willingness and
ability to devote sufficient time to carry out effectively their
duties as directors. The Nominating and Corporate Governance
Committee believes it appropriate
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for at least one, and, preferably, multiple, members of the
board of directors to meet the criteria for an audit
committee financial expert as defined by rules of the SEC,
and for a majority of the members of the board of directors to
meet the definition of independent director under
the rules of The NASDAQ Stock Market. The Nominating and
Corporate Governance Committee also believes it appropriate for
key members of our management to participate as members of the
board of directors.
Prior to each annual meeting of stockholders, the Nominating and
Corporate Governance Committee identifies nominees first by
evaluating the current directors whose term will expire at the
annual meeting and who are willing to continue in service. These
candidates are evaluated based on the criteria described above,
including as demonstrated by the candidates prior service
as a director, and the needs of the board of directors with
respect to the particular talents and experience of its
directors. In the event that a director does not wish to
continue in service, the Nominating and Corporate Governance
Committee determines not to re-nominate the director, or a
vacancy is created on the board of directors as a result of a
resignation, an increase in the size of the board or other
event, the Committee will consider various candidates for board
membership, including those suggested by the Committee members,
by other board of directors members, by any executive search
firm engaged by the Committee or by stockholders. The Committee
recommended all of the nominees for election included in this
Proxy Statement.
A stockholder who wishes to suggest a prospective nominee for
the board of directors should notify Genomic Healths
Secretary or any member of the Committee in writing with any
supporting material the stockholder considers appropriate.
In addition, our Bylaws contain provisions that address the
process by which a stockholder may nominate an individual to
stand for election to the board of directors at our annual
meeting of stockholders. In order to nominate a candidate for
director, a stockholder must give timely notice in writing to
Genomic Healths Secretary and otherwise comply with the
provisions of our Bylaws. To be timely, our Bylaws provide that
we must have received the stockholders notice not earlier
than 90 days nor more than 120 days in advance of the
date the proxy statement was released to the stockholders in
connection with the previous years annual meeting of
stockholders; however, if we have not held an annual meeting in
the previous year or the date of the annual meeting is changed
by more than 30 days from the prior year, we must have
received the stockholders notice not later than the close
of business on the later of the 90th day prior to the
annual meeting or the 7th day following the first public
announcement of the annual meeting date. Information required by
the Bylaws to be in the notice includes the name and contact
information for the candidate and the person making the
nomination and other information about the nominee that must be
disclosed in proxy solicitations under Section 14 of the
Securities Exchange Act of 1934 and the related rules and
regulations under that Section.
Stockholder nominations must be made in accordance with the
procedures outlined in, and include the information required by,
our Bylaws and must be addressed to: Secretary, Genomic Health,
Inc., 301 Penobscot Drive, Redwood City, California 94063. You
can obtain a copy of our Bylaws by writing to the Secretary at
this address.
Stockholder
Communications with the Board of Directors
If you wish to communicate with the board of directors, you may
send your communication in writing to: Secretary, Genomic
Health, Inc., 301 Penobscot Drive, Redwood City, California
94063. You must include your name and address in the written
communication and indicate whether you are a stockholder of
Genomic Health. The Secretary will review any communication
received from a stockholder, and all material communications
from stockholders will be forwarded to the appropriate director
or directors or committee of the board of directors based on the
subject matter.
Certain
Relationships and Related Transactions
It is our policy that all employees, officers and directors must
avoid any activity that is or has the appearance of conflicting
with the interests of the Company. This policy is included in
our Code of Business Conduct. We conduct a review of all related
party transactions for potential conflict of interest situations
on an ongoing basis and all such transactions relating to
executive officers and directors must be approved by the
independent and disinterested members of our board of directors
or an independent and disinterested committee of the board.
8
2007 Director
Compensation
The following table sets forth cash amounts and the value of
other compensation paid to our outside directors for their
service in 2007:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
|
Option Awards
|
|
|
|
|
Name
|
|
in Cash ($)
|
|
|
$(1)(2)
|
|
|
Total ($)
|
|
|
Julian C. Baker
|
|
|
20,000
|
|
|
|
69,700
|
|
|
|
89,700
|
|
Brook H. Byers
|
|
|
20,000
|
|
|
|
69,700
|
|
|
|
89,700
|
|
Fred E. Cohen, M.D., Ph.D.
|
|
|
20,000
|
|
|
|
69,700
|
|
|
|
89,700
|
|
Samuel D. Colella
|
|
|
20,000
|
|
|
|
69,700
|
|
|
|
89,700
|
|
Michael D. Goldberg
|
|
|
20,000
|
|
|
|
69,700
|
|
|
|
89,700
|
|
Randall S. Livingston
|
|
|
30,000
|
|
|
|
92,400
|
|
|
|
122,400
|
|
Woodrow A. Myers, Jr., M.D.
|
|
|
20,000
|
|
|
|
73,300
|
|
|
|
93,300
|
|
|
|
|
(1) |
|
Represents the compensation expense related to outstanding
options we recognized for the year ended December 31, 2007
under Statement of Financial Accounting Standards No. 123
(revised 2004), or SFAS 123R, rather than amounts paid to
or realized by the named individual and includes expenses we
recognized in 2007 for option grants in prior periods.
Compensation expense is determined by computing the fair value
of each option on the grant date in accordance with
SFAS 123R and recognizing that amount as expense ratably
over the option vesting term. See Note 11 of Notes to our
Consolidated Financial Statements set forth in our Annual Report
on
Form 10-K
for the year ended December 31, 2007 for the assumptions
made in determining SFAS 123R values. The SFAS 123R
value of an option as of the grant date is spread over the
number of months in which the option is subject to vesting and
includes ratable amounts expensed for option grants in prior
years. There can be no assurance that options will be exercised
(in which case no value will be realized by the individual) or
that the value on exercise will approximate the compensation
expense we recognized. In 2007, each outside director received
an option to purchase 8,250 shares of our common stock with
a grant date fair value of $86,900. |
|
(2) |
|
The following table sets forth the aggregate number of shares of
common stock underlying option awards outstanding at
December 31, 2007: |
|
|
|
|
|
Name
|
|
Number of Shares(1)
|
|
|
Julian C. Baker
|
|
|
16,500
|
|
Brook H. Byers
|
|
|
16,500
|
|
Fred E. Cohen, M.D., Ph.D.
|
|
|
21,791
|
|
Samuel D. Colella
|
|
|
16,500
|
|
Michael D. Goldberg
|
|
|
16,500
|
|
Randall S. Livingston
|
|
|
33,837
|
|
Woodrow A. Myers, Jr., M.D.
|
|
|
24,750
|
|
|
|
|
(1) |
|
Options with respect to an aggregate of 123,750 shares
automatically accelerate upon a change of control. |
Directors who are our employees do not receive any fees for
their service on our board of directors. During 2007,
Dr. Scott and Ms. Popovits were our only employee
directors.
Our outside directors receive an annual retainer of $20,000 and
Mr. Livingston, as chairman of our audit committee,
receives an annual retainer of $30,000. We also reimburse our
non-employee directors for reasonable expenses in connection
with attendance at board of director and committee meetings.
In addition to cash compensation for services as a member of the
board, non-employee directors also are eligible to receive
nondiscretionary, automatic grants of stock options under our
2005 Stock Incentive Plan. An outside director who joins our
board is automatically granted an initial option to purchase
16,500 shares upon first becoming a member of our board of
directors. The initial option vests and becomes exercisable over
four years, with the first 25% of the shares subject to the
initial option vesting on the first anniversary of the date of
grant and the
9
remainder vesting monthly thereafter. Immediately after each of
our regularly scheduled annual meetings of stockholders, each
outside director is automatically granted a nonstatutory option
to purchase 8,250 shares of our common stock, provided the
director has served on our board of directors for at least six
months. These options vest and become exercisable on the first
anniversary of the date of grant or immediately prior to our
next annual meeting of stockholders, if earlier. The options
granted to outside directors under our 2005 Stock Incentive Plan
have a per share exercise price equal to 100% of the fair market
value of the underlying shares on the date of grant, a term of
10 years, and become fully vested in the event of a change
in control.
Executive
Compensation
Compensation
Discussion and Analysis
Our
Compensation Philosophy and Objectives
We believe that compensation of our executive officers should:
|
|
|
|
|
encourage creation of stockholder value and achievement of
strategic corporate objectives;
|
|
|
|
attract and retain qualified, skilled and dedicated executives
on a long-term basis;
|
|
|
|
reward past performance and provide incentives for future
performance; and
|
|
|
|
provide fair compensation consistent with our internal
compensation programs.
|
Our philosophy is to align the interests of our stockholders and
management by integrating compensation with our annual and
long-term corporate and financial objectives, including through
equity ownership by management. In order to attract and retain
qualified personnel, we strive to offer a total compensation
package competitive with companies in the life sciences
industry, taking into account relative company size, performance
and geographic location as well as individual responsibilities
and performance. Our compensation philosophy with respect to our
executive officers has and continues to focus more on the use of
equity-based compensation rather than cash-based compensation.
Implementing
Our Objectives
The Compensation Committee of our board of directors administers
and interprets our executive compensation and benefits policies,
including our stock option plan, and reviews and makes
recommendations to the independent members of the board of
directors with respect to major compensation plans, policies and
programs. The Compensation Committee evaluates the performance
of our Chief Executive Officer, or CEO, and makes
recommendations to the independent members of the board
regarding the CEOs compensation in light of the goals and
objectives of our compensation program. Our CEO and the
Compensation Committee together assess the performance of our
other executive officers, based on initial recommendations from
our CEO. The Committees recommendations are then submitted
to the independent members of the board for their consideration
and approval.
The Compensation Committee and the independent members of the
board have a broad range of experience relating to executive
compensation matters for similarly situated companies. In
setting the level of cash and equity compensation for our
executive officers, the Compensation Committee and the
independent members of our board consider various factors,
including the performance of the Company and the individual
executive during the year, the uniqueness and relative
importance of the executives skill set to the Company, the
executives historical cash and equity compensation levels,
the executives expected future contributions to the
Company, the percentage of vested versus unvested options held
by the executive, the level of the executives stock
ownership and the Companys compensation philosophy for all
employees.
Market Reference Data. While the Compensation
Committee did not use market benchmarks to determine its
recommendations for executive compensation for 2007, the
Committee reviewed market reference data to evaluate the
competitiveness of our executive officers compensation and
to determine whether the total compensation paid to each of our
named executive officers was reasonable in the aggregate.
However, the Compensation Committee does not limit its decision
to or target any particular range or level of total compensation
paid to
10
executive officers at these companies. In its analysis, the
Committee reviewed information prepared by Compensia Inc., a
compensation consultant, comparing our executive compensation
with data from the Radford Biotechnology Executive Compensation
Survey with respect to companies in the San Francisco Bay
Area with revenues below $50 million and between 150 and
499 employees and a peer group comprised of the following
15 biotechnology and diagnostic companies:
|
|
|
|
|
Abaxis
|
|
Digene
|
|
Monogram Biosciences
|
Adeza Biomedical
|
|
Exelixis
|
|
Myriad Biosciences
|
Biosite
|
|
Human Genome Sciences
|
|
Third Wave Technologies
|
Cytyc
|
|
Incyte
|
|
Vical
|
Decode Genetics
|
|
Maxygen
|
|
Zymogenetics
|
The analysis indicated that total cash compensation (salary plus
bonus) for our executive officers was well below the
50th percentile, with most below the 25th percentile.
According to the analysis, total direct compensation of our
executive officers, which includes total cash compensation and
the Black-Scholes value of equity incentives, was below the
50th percentile.
Equity Grant Practices. Our Compensation
Committee administers our stock option plan for executive
officers, employees, consultants and outside directors, under
which it grants options to purchase our common stock with an
exercise price equal to the fair market value of a share of our
common stock on the date of grant, which is the closing price on
the date of grant. Option grants to Randal W. Scott that were
intended to qualify as incentive stock options while he owned
more than 10% of our common stock were made at an exercise price
of 110% of fair market value on the date of grant and have a
five-year term.
We do not coordinate the timing of equity award grants with the
release of financial results or other material announcements by
the Company; our annual equity grants are made at regularly
scheduled board and Compensation Committee meetings.
Each executive officer is initially granted an option when he or
she begins working for us. The amount of the grant is based on
his or her position with us, relevant prior experience and
market conditions. These initial grants generally vest over four
years and no shares vest before the one-year anniversary of the
option grant. We spread the vesting of our options over four
years to compensate executives for their contribution over a
period of time and to provide an incentive to focus on our
longer term goals.
In the future, our Compensation Committee and independent
members of our board of directors may consider awarding
additional or alternative forms of equity incentives, such as
grants of restricted stock, restricted stock units and other
performance-based awards.
Miscellaneous. We do not enter into employment
or severance contracts with our executive officers as we do not
believe these types of arrangements facilitate our compensation
goals and objectives. We do not have a stock ownership or stock
retention policy that requires executive officers to own stock
in Genomic Health or retain options they exercise. We do not
have an employee stock purchase plan. In 2007, we made up to a
$1,000 matching 401(k) plan contribution for all eligible
employee and executive officers, and we will make the same
matching contribution in 2008.
Tax Deductibility of Compensation. We
generally intend to qualify executive compensation for
deductibility without limitation under section 162(m) of
the Internal Revenue Code. Section 162(m) places a limit of
$1 million on the amount of compensation we may deduct in
any one year with respect to our executive officers other than
our Chief Financial Officer. None of the non-exempt compensation
we paid to any of our executive officers for 2007 as calculated
for purposes of section 162(m) exceeded the $1 million
limit.
Elements
of Executive Compensation
Our compensation structure for executive officers consists of a
combination of base salary, bonus and equity-based compensation.
Because of our egalitarian culture, we do not have programs
providing for personal benefit perquisites to officers. The
Compensation Committee makes recommendations with respect to
executive officer compensation, to be approved by the
independent members of the board of directors.
11
Base Salary. Our Compensation Committee
reviews base salaries for executive officers on an annual basis,
adjusting salaries based on individual and Company performance.
In November 2006, the Committee recommended and the independent
members of the board of directors approved increases for our
named executive officers ranging from 7.5% to 12%. The increases
were established after considering job performance and
responsibilities, internal pay alignment and marketplace
competitiveness, among other things. In December 2007, the
Committee recommended and the independent members of the board
of directors approved increases in base salaries for 2008 for
the named executive officers except for Dr. Scott ranging
from 10% to 15.5%. Pursuant to his request,
Dr. Scotts salary was not increased for 2008.
Annual Bonus. We have a bonus pool for our
employees that is tied to corporate and operational goals. Prior
to 2007, we had not paid cash bonuses to our executive officers.
For 2007, our executive officers were eligible to participate in
our cash bonus program. The eligible bonus pool for all
employees was 10% of the Companys total salary base, but
there were no preset limitations on minimum or maximum bonus
amounts. While bonuses for non-executive employees were based in
part on achievement of corporate goals established by our
executive officers and board of directors, bonuses for executive
officers were determined by the Compensation Committee and
independent members of our board of directors at the time of
their annual compensation review based on their assessment of
corporate and individual achievements. Aggregate bonuses to
executive officers for 2007 approximated 8% of the named
executive officers aggregate salaries and were distributed
evenly among the executive officers.
Equity-Based Compensation. We believe that
providing executive officers who have responsibility for our
management and growth with an opportunity to increase their
stock ownership aligns the interests of the executive officers
with those of our stockholders. Accordingly, the Compensation
Committee considers stock option grants to be an important
aspect in compensating and providing incentives to management.
The Compensation Committee sets annual grants as part of its and
the independent members of the boards annual compensation
review process. The Compensation Committee determined the number
of shares underlying each stock option grant based upon the
executive officers and the Companys performance, the
executive officers role and responsibilities, the
executive officers base salary, comparison with comparable
awards to individuals in similar positions in our industry using
the survey data described above and previously determined stock
grant guidelines for all employees.
In keeping with the objective of weighting compensation more
toward equity-based compensation while considering the increase
in our stock price, in December 2007, the Compensation Committee
granted each named executive officer an option to purchase
30,000 shares of common stock.
Other Compensation. All of our full-time
employees, including our executive officers, may participate in
our health programs, such as medical, dental and vision care
coverage, and our 401(k) and life and disability insurance
programs.
Compensation
Committee Report
The following report of the Compensation Committee shall not
be deemed to be soliciting material or
filed with the SEC or to be incorporated by
reference into any other filing by Genomic Health under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate it by
reference into a document filed under those Acts.
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis set forth above with
Genomic Healths management. Based on its review and those
discussions, the Compensation Committee recommended to the board
of directors that the Compensation Discussion and Analysis be
included in our
Form 10-K
and in this Proxy Statement.
Compensation Committee
Samuel D. Colella
Brook H. Byers
Fred E. Cohen, M.D., Ph.D.
Woodrow A. Myers, Jr., M.D.
12
Named
Executive Officers
The tables that follow provide compensation information for our
named executive officers, including Randal W. Scott, Chief
Executive Officer, G. Bradley Cole, Chief Financial Officer, and
our three most highly compensated executive officers who were
serving as executive officers at the end of 2007, which were
Kimberly J. Popovits, Steven Shak and Joffre B. Baker.
2007
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Awards
|
|
|
Incentive Plan
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)(1)
|
|
|
Compensation ($)
|
|
|
($)
|
|
|
Randal W. Scott, Ph.D.
|
|
|
2007
|
|
|
|
280,000
|
|
|
|
289,800
|
|
|
|
25,000
|
|
|
|
594,800
|
|
Chief Executive Officer and Chairman
|
|
|
2006
|
|
|
|
252,500
|
|
|
|
181,200
|
|
|
|
|
|
|
|
433,700
|
|
G. Bradley Cole
|
|
|
2007
|
|
|
|
286,000
|
|
|
|
361,050
|
|
|
|
25,000
|
|
|
|
672,050
|
|
Executive Vice President, Operations and
Chief Financial Officer; Secretary
|
|
|
2006
|
|
|
|
262,000
|
|
|
|
252,900
|
|
|
|
|
|
|
|
514,900
|
|
Kimberly J. Popovits
|
|
|
2007
|
|
|
|
340,000
|
|
|
|
282,750
|
|
|
|
25,000
|
|
|
|
647,750
|
|
President and Chief Operating Officer
|
|
|
2006
|
|
|
|
303,000
|
|
|
|
206,700
|
|
|
|
|
|
|
|
509,700
|
|
Steven Shak, M.D.
|
|
|
2007
|
|
|
|
315,000
|
|
|
|
293,500
|
|
|
|
25,000
|
|
|
|
633,500
|
|
Chief Medical Officer
|
|
|
2006
|
|
|
|
288,000
|
|
|
|
187,400
|
|
|
|
|
|
|
|
475,400
|
|
Joffre B. Baker, Ph.D.
|
|
|
2007
|
|
|
|
310,000
|
|
|
|
293,500
|
|
|
|
25,000
|
|
|
|
628,500
|
|
Chief Scientific Officer
|
|
|
2006
|
|
|
|
288,000
|
|
|
|
187,400
|
|
|
|
|
|
|
|
475,400
|
|
|
|
|
(1) |
|
Represents the compensation expense related to outstanding
options we recognized for the year ended December 31, 2007
under SFAS 123R, rather than amounts paid to or realized by
the named individual, and includes expense we recognized in 2007
for option grants in prior periods. Compensation expense is
determined by computing the fair value of each option on the
grant date in accordance with SFAS 123R and recognizing
that amount as expense ratably over the option vesting term. See
Note 11 of Notes to our Consolidated Financial Statements
set forth in our
Form 10-K
for the assumptions made in determining SFAS 123R values.
The SFAS 123R value of an option as of the grant date is
spread over the number of months in which the option is subject
to vesting and includes ratable amounts expensed for option
grants in prior years. There can be no assurance that options
will be exercised (in which case no value will be realized by
the individual) or that the value on exercise will approximate
the compensation expense we recognized. |
2007
Grants of Plan-Based Awards
The following table sets forth information on grants of options
to purchase shares of our common stock in 2007 to our named
executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: Number
|
|
|
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
of Securities
|
|
|
Exercise or Base Price
|
|
|
Value of Option
|
|
|
|
|
|
|
Underlying Options
|
|
|
of Option Awards
|
|
|
Awards
|
|
Name
|
|
Grant Date
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
Randal W. Scott, Ph.D.
|
|
|
12/06/07
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
407,241
|
|
G. Bradley Cole
|
|
|
12/06/07
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
407,241
|
|
Kimberly J. Popovits
|
|
|
12/06/07
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
407,241
|
|
Steven Shak, M.D.
|
|
|
12/06/07
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
407,241
|
|
Joffre B. Baker, Ph.D.
|
|
|
12/06/07
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
407,241
|
|
13
Outstanding
Equity Awards at Fiscal Year-End 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable(1)
|
|
|
($)(2)
|
|
|
Date
|
|
|
Randal W. Scott, Ph.D.
|
|
|
52,011
|
|
|
|
17,337
|
|
|
|
3.17
|
|
|
|
12/02/09
|
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
10.33
|
|
|
|
12/01/10
|
|
|
|
|
10,833
|
|
|
|
29,167
|
|
|
|
18.89
|
|
|
|
11/30/16
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
G. Bradley Cole
|
|
|
133,278
|
|
|
|
61,763
|
|
|
|
1.33
|
|
|
|
07/06/14
|
|
|
|
|
13,003
|
|
|
|
4,334
|
|
|
|
2.88
|
|
|
|
12/02/14
|
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
9.39
|
|
|
|
12/01/15
|
|
|
|
|
10,833
|
|
|
|
29,167
|
|
|
|
18.89
|
|
|
|
11/30/16
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
Kimberly J. Popovits
|
|
|
52,011
|
|
|
|
17,337
|
|
|
|
2.88
|
|
|
|
12/02/14
|
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
9.39
|
|
|
|
12/01/15
|
|
|
|
|
10,833
|
|
|
|
29,167
|
|
|
|
18.89
|
|
|
|
11/30/16
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
Steven Shak, M.D.
|
|
|
52,011
|
|
|
|
17,337
|
|
|
|
2.88
|
|
|
|
12/02/14
|
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
9.39
|
|
|
|
12/01/15
|
|
|
|
|
10,833
|
|
|
|
29,167
|
|
|
|
18.89
|
|
|
|
11/30/16
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
Joffre B. Baker, Ph.D.
|
|
|
52,011
|
|
|
|
17,337
|
|
|
|
2.88
|
|
|
|
12/02/14
|
|
|
|
|
25,000
|
|
|
|
12,500
|
|
|
|
9.39
|
|
|
|
12/01/15
|
|
|
|
|
10,833
|
|
|
|
29,167
|
|
|
|
18.89
|
|
|
|
11/30/16
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
23.31
|
|
|
|
12/06/17
|
|
|
|
|
(1) |
|
Options vest over a four year period, becoming exercisable as to
25% of the shares on the first anniversary of the grant date
with the remaining shares vesting monthly thereafter over the
following 36 months. |
|
(2) |
|
Except for the grants to Dr. Scott at $3.17 per share and
$10.33 per share, the option exercise price is equal to the fair
market value of our common stock on the date of grant. The
specified option grants to Dr. Scott were equal to 110% of
the fair market value of our common stock on the date of grant
because he owned more than 10% of our outstanding common stock
at the time the specified grants were made. |
Other than the grants to Dr. Scott noted in footnote
(2) above that have a term of five years, all of the
options have a term of ten years, subject to earlier termination
in specified events related to termination of employment.
2007
Option Exercises
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
|
|
Exercise
|
|
|
Exercise
|
|
Name
|
|
(#)
|
|
|
($)(1)
|
|
|
Randal W. Scott, Ph.D.
|
|
|
|
|
|
|
|
|
G. Bradley Cole
|
|
|
|
|
|
|
|
|
Kimberly J. Popovits
|
|
|
43,345
|
|
|
|
688,124
|
|
Steven Shak, M.D.
|
|
|
|
|
|
|
|
|
Joffre B. Baker, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value realized is based on the fair market value of our common
stock on date of exercise minus the exercise price and does not
necessarily reflect proceeds actually received by the individual. |
14
Security
Ownership of
Certain Beneficial Owners and Management
The following table sets forth certain information as of
April 7, 2008 as to shares of our common stock beneficially
owned by: (1) each person who is known by us to own
beneficially more than 5% of our common stock, (2) each of
our named executive officers listed in the summary compensation
table, (3) each of our directors and (4) all of our
directors and executive officers as a group.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the
persons and entities named in the table below have sole voting
and investment power with respect to all shares of common stock
that they beneficially own, subject to applicable community
property laws.
In computing the number of shares of common stock beneficially
owned by a person and the percentage ownership of that person,
we deemed outstanding shares of common stock subject to options
held by that person that are currently exercisable or
exercisable within 60 days after April 7, 2008, the
record date for our 2008 Annual Meeting. We did not deem these
shares outstanding, however, for the purpose of computing the
percentage ownership of any other person.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Common
|
|
|
|
Number of Shares
|
|
|
Stock
|
|
|
|
of Common Stock
|
|
|
Beneficially
|
|
Name and Address of Beneficial Owner(1)
|
|
Beneficially Owned
|
|
|
Owned
|
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
Entities Affiliated with Baker Brothers Advisors(2)
|
|
|
4,966,987
|
|
|
|
17.6
|
%
|
Entities Affiliated with Versant Ventures(3)
|
|
|
2,366,622
|
|
|
|
8.4
|
%
|
Entities Affiliated with TPG Ventures(4)
|
|
|
1,910,273
|
|
|
|
6.8
|
%
|
Entities Affiliated with Atticus Capital LP(5)
|
|
|
1,844,251
|
|
|
|
6.5
|
%
|
Entities Affiliated with OrbiMed Advisors LLC(6)
|
|
|
1,683,900
|
|
|
|
6.0
|
%
|
Entities Affiliated with Kleiner Perkins Caufield &
Byers(7)
|
|
|
1,665,160
|
|
|
|
5.9
|
%
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
Julian C. Baker(2)(8)
|
|
|
4,983,487
|
|
|
|
17.6
|
%
|
Brook H. Byers(7)(8)
|
|
|
1,698,242
|
|
|
|
6.0
|
%
|
Fred E. Cohen, M.D., Ph.D.(4)(9)
|
|
|
1,981,393
|
|
|
|
7.0
|
%
|
Samuel D. Colella(3)(8)
|
|
|
2,383,122
|
|
|
|
8.4
|
%
|
Michael D. Goldberg(10)
|
|
|
70,563
|
|
|
|
*
|
|
Randall S. Livingston(11)
|
|
|
38,541
|
|
|
|
*
|
|
Woodrow A. Myers, Jr., M.D.(12)
|
|
|
28,843
|
|
|
|
*
|
|
Joffre B. Baker, Ph.D.(13)
|
|
|
461,342
|
|
|
|
1.6
|
%
|
G. Bradley Cole(14)
|
|
|
217,498
|
|
|
|
*
|
|
Kimberly J. Popovits(15)
|
|
|
511,402
|
|
|
|
1.8
|
%
|
Randal W. Scott, Ph.D.(16)
|
|
|
2,187,723
|
|
|
|
7.7
|
%
|
Steven Shak, M.D.(17)
|
|
|
530,406
|
|
|
|
1.9
|
%
|
All directors and executive officers as a group
(12 persons)(18)
|
|
|
15,092,562
|
|
|
|
52.0
|
%
|
|
|
|
* |
|
Represents beneficial ownership of less than 1%. |
|
(1) |
|
Unless otherwise stated, the address of each beneficial owner
listed on the table is
c/o Genomic
Health, Inc., 301 Penobscot Drive, Redwood City, California
94063. |
|
(2) |
|
According to Amendment No. 2 to Schedule 13D filed
jointly on May 30, 2007 by Julian C. Baker and Felix J.
Baker, Julian C. Baker and Felix J. Baker share voting and
dispositive power with respect to 4,966,987 shares of the
Companys common stock, including 173,897 shares owned
by Baker Bros. Investments, L.P., |
15
|
|
|
|
|
193,759 shares owned by Baker/Tisch Investments, L.P.,
20,095 shares owned by Baker Bros. Investments II, L.P.,
1,150,104 shares owned by Baker Biotech Fund I, L.P.,
3,171,209 shares owned by Baker Brothers Life Sciences,
L.P., 84,026 shares owned by 14159, L.P., each, a limited
partnership, and 173,897 shares owned by FBB Associates, a
general partnership of which Julian C. Baker and Felix J. Baker
are the sole partners. In addition, as of the date of the
filing, Julian C. Baker had shared voting and dispositive power
with respect to an option to purchase 8,250 shares of the
Companys common stock. The principal address for entities
affiliated with Baker Brothers Advisors is 677 Madison Avenue,
New York, New York 10021. Mr. Baker disclaims beneficial
ownership of the shares held by these entities except to the
extent of his pecuniary interest therein. |
|
(3) |
|
According to a Schedule 13G filed jointly on
February 13, 2008 by Versant Venture Capital I, L.P.,
Versant Side Fund I, L.P., Versant Affiliates
Fund I-A,
L.P., Versant Affiliates
Fund I-B,
L.P., Versant Ventures I, LLC, Brian G. Atwood, Ross A.
Jaffe, Samuel D. Colella, Donald B. Milder, Barbara N. Lubash,
Rebecca B. Robertson and William J. Link, Versant Venture
Capital I, L.P. has the sole power to vote and dispose of
or direct the disposition of 2,192,150 shares, Versant Side
Fund I. L.P. has the sole power to vote and dispose of or
direct the disposition of 42,994 shares, Versant Affiliates
Fund I-A,
L.P. has the sole power to vote and dispose of or direct the
disposition of 42,412 shares, Versant Affiliates
Fund I-B,
L.P. has the sole power to vote and dispose of or direct the
disposition of 89,066 shares, Versant Ventures I, LLC,
the general partner of Versant Venture Capital I, L.P.,
Versant Side Fund I, L.P., Versant Affiliates
Fund I-A,
L.P. and Versant Affiliates
Fund I-B,
L.P., has the sole power to vote and dispose of or direct the
disposition of 2,366,622 shares, and Brian G. Atwood, Ross
A. Jaffe, Samuel D. Colella, Donald B. Milder, Barbara N.
Lubash, Rebecca B. Robertson and William J. Link, who are the
Managing Directors of Versant Ventures I, LLC, have shared
power to vote and dispose of or direct the disposition of
2,366,622 shares. Under certain circumstances set forth in
the Limited Partnership Agreements of Versant Venture
Capital I, L.P., Versant Side Fund I, L.P., Versant
Affiliates
Fund I-A,
L.P. and Versant Affiliates
Fund I-B,
L.P., the general partner and limited partners of each of such
funds have the right to receive dividends from, or the proceeds
from the sale of, the common stock of the Company owned by each
such fund. In addition, as of the date of the filing, Samuel D.
Colella had sole voting and dispositive power with respect to an
option to purchase 16,500 shares of our common stock. The
principal address for Versant Ventures affiliated entities is
3000 Sand Hill Road, Building Four, Suite 210, Menlo Park,
California 94025. Mr. Colella, who is also one of our
directors, is a managing director of Versant Ventures I,
LLC, the general partner of Versant Venture Capital I,
L.P., Versant Side Fund I, L.P., Versant Affiliates
Fund I-A,
L.P. and Versant Affiliates
Fund I-B,
L.P., of which Versant Ventures I, LLC is the general
member. In such capacity, Mr. Colella may be deemed to
share voting and investment power with respect to the shares
held by Versant Venture Capital I, L.P., Versant Side
Fund I, L.P., Versant Affiliates
Fund I-A,
L.P. and Versant Affiliates
Fund I-B,
L.P. Mr. Colella disclaims beneficial ownership of the
shares owned by these funds, except to the extent of his
pecuniary interest therein. |
|
(4) |
|
According to a Schedule 13G filed jointly on
February 14, 2006 by Tarrant Advisors, Inc., Tarrant
Advisors, Inc. is the beneficial owner of and has the sole power
to vote and dispose of or direct the disposition of the shares
which are beneficially owned by TPG Ventures, L.P. and TPG
Biotechnology Partners, L.P. Tarrant Advisors is the general
partner of TPG Ventures Professional, L.P., which in turn is the
managing member of TPG Venture Holdings, L.L.C., which is the
sole member of each of TPG Venture Advisors, L.L.C. and TPG
Biotech Advisors, L.L.C. TPG Biotech Advisors, L.L.C. is the
general partner of TPG Biotechnology GenPar, L.P., which is the
general partner of TPG Biotechnology Partners, L.P. The
principal address for TPG Ventures affiliated entities is 301
Commerce Street #3300, Fort Worth, Texas 76102.
Dr. Cohen, who is also one of our directors, is a managing
director of Texas Pacific Group Ventures. In such capacity,
Dr. Cohen may be deemed to share voting and investment
power with respect to the shares held by TPG Ventures, L.P. and
TPG Biotechnology Partners, L.P. Dr. Cohen disclaims
beneficial ownership of the shares owned by these funds, except
to the extent of his pecuniary interest therein. |
|
(5) |
|
According to Amendment No. 1 to Schedule 13G filed
jointly on February 14, 2008, by Atticus Capital LP,
Atticus Management Limited and Timothy K. Barakett, Atticus
Capital LP, Atticus Management Limited and Timothy K. Barakett
are the beneficial owners of and each has the sole power to vote
and dispose of or direct the disposition of the
1,844,257 shares which are beneficially owned by Atticus
Capital LP, Atticus Management Limited and Mr. Barakett.
Mr. Barakett is the Chairman, Chief Executive Officer and
Managing Member of Atticus Management LLC, a Delaware limited
liability company. Atticus Management LLC is the |
16
|
|
|
|
|
sole general partner of Atticus Holdings. Atticus Holdings is
the Managing Member of Atticus Capital Holdings LLP. Atticus
Capital Holdings LLC is the General Partner of Atticus LP
Incorporated. Atticus LP Incorporated is the general partner of
Atticus Capital and controls Atticus Management. Atticus Capital
and Atticus Management, together with certain of its affiliated
entities, acts as adviser for various investment funds and
managed accounts. The principal address for Atticus Capital LP
and Mr. Barakett is 767 Fifth Avenue,
12th
Floor, New York, New York 10153. The principal address for
Atticus Management Limited is P.O. Box 100, Sydney
Vane House, Admiral Park, St. Peter Port, Guernsey GY1 3EL. |
|
(6) |
|
According to Amendment No. 1 to Schedule 13G filed
jointly on February 14, 2008 by OrbiMed Advisors LLC,
OrbiMed Capital LLC and Samuel D. Isaly, OrbiMed Advisors LLC
has shared power to vote and dispose of or direct the
disposition of 1,290,700 of the shares, OrbiMed Capital LLC has
shared power to vote and dispose of or direct the disposition of
393,200 of the shares and Samuel D. Isaly, as President of
OrbiMed Advisors LLC and a managing member of OrbiMed Capital
LLC, each of which is an investment advisor, has shared power to
vote and dispose of or direct the disposition of all
1,683,900 shares. The shares are held on behalf of Caduceus
Capital Master Fund Limited (58,400 shares), Caduceus
Capital II, L.P. (38,100 shares), UBS Eucalyptus Fund, LLC
(36,400 shares), PW Eucalyptus Fund, Ltd.
(4,400 shares), Summer Street Life Sciences Hedge
Fund Investors LLC (15,300 shares), UBS Juniper
Crossover Fund, LLC (36,500 shares), Eaton Vance Worldwide
Health Sciences (1,161,100 shares), Eaton Vance Emerald
Worldwide Heath Sciences (19,500 shares), Eaton Vance
Variable Trust (14,300 shares) and Finsbury Worldwide
Pharmaceutical Trust plc (300,000 shares). The principal
address for OrbiMed Advisors LLC, OrbiMed Capital LLC and
Mr. Isaly is 767 Third Avenue,
30th
Floor, New York, New York 10017. |
|
(7) |
|
According to a Schedule 13G filed jointly on
February 14, 2006 by Kleiner Perkins Caufield &
Byers X-A, L.P., Kleiner Perkins Caufield & Byers X-B,
L.P. and KPCB X Associates, L.P. 1,619,483 shares are
beneficially owned by Kleiner Perkins Caufield & Byers
X-A, L.P. and 45,677 shares are beneficially owned by
Kleiner Perkins Caufield & Byers X-B, L.P. KPCB X
Associates, L.P. is the general partner of Kleiner Perkins
Caufield & Byers X-A, L.P. and Kleiner Perkins
Caufield & Byers X-B, L.P. and has shared power to
vote and dispose of or direct the disposition of the shares of
stock held by Kleiner Perkins Caufield & Byers X-A,
L.P. and Kleiner Perkins Caufield & Byers X-B, L.P.
The principal address for the Kleiner Perkins
Caufield & Byers affiliated entities is 2750 Sand Hill
Road, Menlo Park, California 94025. Mr. Byers, who is also
one of our directors, is a managing member of the general
partner and, as such, has shared voting and investment authority
over these shares. Mr. Byers disclaims beneficial ownership
of these shares except to the extent of his pecuniary interest
therein. |
|
(8) |
|
Includes options to purchase 16,500 shares of common stock
that are exercisable within 60 days of April 7, 2008. |
|
(9) |
|
Includes options to purchase 16,500 shares of common stock
that are exercisable within 60 days of April 7, 2008
and 6,068 shares held in a family trust, of which
Dr. Cohen is a trustee. |
|
(10) |
|
Includes options to purchase options to purchase
16,500 shares of common stock that are exercisable within
60 days of April 7, 2008 and 48,713 shares held
in a family trust, of which Mr. Goldberg is trustee. |
|
(11) |
|
Includes options to purchase 32,392 shares of common stock
that are exercisable within 60 days of April 7, 2008. |
|
(12) |
|
Includes options to purchase 16,843 shares of common stock
that are exercisable within 60 days of April 7, 2008. |
|
(13) |
|
Includes options to purchase 106,928 shares of common stock
that are exercisable within 60 days of April 7, 2008.
Also includes 116,343 shares held in a family trust of
which Dr. Baker is a trustee. |
|
(14) |
|
Includes options to purchase 209,200 shares of common stock
that are exercisable within 60 days of April 7, 2008. |
|
(15) |
|
Includes options to purchase 106,928 shares of common stock
that are exercisable within 60 days of April 7, 2008.
Also includes 8,670 shares held by Ms. Popovits
child. |
|
(16) |
|
Includes options to purchase 106,928 shares of common stock
that are exercisable within 60 days of April 7, 2008.
Also includes 5,199 shares held for the benefit of
Dr. Scotts children, of which Dr. Scotts
sister is trustee. |
|
(17) |
|
Includes options to purchase 106,928 shares of common stock
that are exercisable within 60 days of April 7, 2008. |
|
(18) |
|
Includes options to purchase 768,647 shares of common stock
that are exercisable within 60 days of April 7, 2008. |
17
Report of
the Audit Committee
The Audit Committee operates under a written charter adopted by
the board of directors. A link to the Audit Committee Charter is
available on our website at www.genomichealth.com. All members
of the Audit Committee meet the independence standards
established by The NASDAQ Stock Market.
The Audit Committee assists the board of directors in fulfilling
its responsibility to oversee managements implementation
of Genomic Healths financial reporting process. It is not
the duty of the Audit Committee to plan or conduct audits or to
determine that the financial statements are complete and
accurate and are in accordance with generally accepted
accounting principles, or to assess the Companys internal
control over financial reporting. Management is responsible for
the financial statements and the reporting process, including
the system of internal control over financial reporting and
disclosure controls. The independent registered public
accounting firm is responsible for expressing an opinion on the
conformity of those financial statements with accounting
principles generally accepted in the United States.
In discharging its oversight role, the Audit Committee reviewed
and discussed the audited financial statements contained in the
2007 Annual Report with Genomic Healths management and the
independent registered public accounting firm.
The Audit Committee met privately with the independent
registered public accounting firm, and discussed issues deemed
significant by the independent registered public accounting
firm, including those required by Statements on Auditing
Standards No. 61 and No. 90 (Audit Committee
Communications). In addition, the Audit Committee discussed with
the independent registered public accounting firm the
firms independence from Genomic Health and its management,
including the matters in the written disclosures required by
Independence Standards Board Statement No. 1 (Independence
Discussions with Audit Committees), and considered whether the
provision of nonaudit services was compatible with maintaining
the independent registered public accounting firms
independence.
The Audit Committee has discussed with Genomic Healths
independent registered public accounting firm, with and without
management present, their evaluations of Genomic Healths
internal control over financial reporting and the overall
quality of Genomic Healths financial reporting.
In reliance on the reviews and discussion with management and
the independent registered public accounting firm referred to
above, the Audit Committee recommended to the board of
directors, and the board approved, the inclusion of the audited
financial statements in Genomic Healths Annual Report on
Form 10-K
for the year ended December 31, 2007, for filing with the
SEC. The Audit Committee has appointed Ernst & Young
LLP to serve as Genomic Healths independent registered
public accounting firm for the 2008 fiscal year.
Audit Committee
Randall S. Livingston
Samuel D. Colella
Michael D. Goldberg
18
Proposal 2
The Audit Committee has appointed Ernst & Young LLP as
our independent registered public accounting firm for the year
ending December 31, 2008. Representatives of
Ernst & Young LLP are expected to be present at the
Annual Meeting. They will have an opportunity to make a
statement, if they desire to do so, and will be available to
respond to appropriate questions. Although stockholder
ratification of our independent registered public accounting
firm is not required by our Bylaws or otherwise, we are
submitting the selection of Ernst & Young LLP to our
stockholders for ratification to permit stockholders to
participate in this important corporate decision.
Principal
Accountant Fees and Services
Ernst & Young LLP has audited our financial statements
since our inception in 2000. Aggregate fees for professional
services rendered for us by Ernst & Young LLP for the
years ended December 31, 2007 and 2006, were as follows:
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Services Provided
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2007
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2006
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Audit
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$
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627,000
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$
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527,000
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Audit-Related
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Tax
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59,000
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19,000
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All Other
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Total
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$
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686,000
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$
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546,000
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Audit fees. For the years ended
December 31, 2007 and 2006, audit fees were for the
integrated audits of our annual financial statements and our
internal control over financial reporting and the review of
quarterly financial statements included in our quarterly reports
on
Form 10-Q.
For the year ended December 31, 2007, audit fees also
included services provided in connection with our Registration
Statement on
Form S-3,
including comfort letters and consents.
Tax fees. For the years ended
December 31, 2007 and 2006, tax fees were for the
preparation of our tax returns, tax planning and tax consulting
services. For the year December 31, 2007, tax fees also
included fees for a study of change in control under
Section 382 of the Internal Revenue Code of 1986 and a
state and local nexus study.
Audit
Committee Pre-Approval Policies and Procedures
The Audit Committee has implemented pre-approval policies and
procedures related to the provision of audit and non-audit
services. Under these procedures, the Audit Committee
pre-approves both the type of services to be provided by
Ernst & Young LLP and the estimated fees related to
these services. All of the services in 2006 and 2007 were
pre-approved.
During the approval process, the Audit Committee considers the
impact of the types of services and the related fees on the
independence of the independent registered public accounting
firm. The services and fees must be deemed compatible with the
maintenance of that firms independence, including
compliance with rules and regulations of the SEC.
Throughout the year, the Audit Committee will review any
revisions to the estimates of audit and non-audit fees initially
approved.
Required
Vote
Ratification of the appointment of Ernst & Young LLP
requires the affirmative vote of a majority of the shares
present and voting at the Annual Meeting in person or by proxy.
Unless marked to the contrary, proxies received will be voted
FOR ratification of the appointment. In the event
ratification is not obtained, the Audit Committee will review
its future selection of our independent registered public
accounting firm but will not be required to select a different
independent registered public accounting firm.
Your board of directors recommends a vote FOR ratification of
Ernst & Young LLP as our independent registered public
accounting firm.
19
Stockholder
Proposals for the 2009 Annual Meeting
If a stockholder wishes to present a proposal to be included in
our proxy statement for the 2009 Annual Meeting of Stockholders,
the proponent and the proposal must comply with the proxy
proposal submission rules of the SEC. One of the requirements is
that the proposal be received by Genomic Healths Secretary
no later than December 26, 2008. Proposals we receive after
that date will not be included in the proxy statement. We urge
stockholders to submit proposals by Certified Mail
Return Receipt Requested.
A stockholder proposal not included in our proxy statement for
the 2009 Annual Meeting will not be eligible for presentation at
the meeting unless the stockholder gives timely notice of the
proposal in writing to our Secretary at our principal executive
offices and otherwise complies with the provisions of our
Bylaws. To be timely, the Bylaws provide that we must have
received the stockholders notice not earlier than
90 days nor more than 120 days in advance of the date
the proxy statement was released to the stockholders in
connection with the previous years annual meeting of
stockholders; however, if the date of the annual meeting is
changed by more than 30 days from the prior year, we must
have received the stockholders notice not later than the
close of business on the later of the 90th day prior to the
annual meeting or the 7th day following the first public
announcement of the annual meeting date. The stockholders
notice must set forth, as to each proposed matter: a brief
description of the business desired to be brought before the
meeting; the text of the proposal or business and reasons for
conducting such business at the meeting; the name and address,
as they appear on our books, of the stockholder proposing such
business and the beneficial owner, if any, on whose behalf the
proposal is made; the class and number of shares of our
securities that are owned beneficially and of record by the
stockholder and the beneficial owner; any material interest of
the stockholder in such business; and any other information that
is required to be provided by such stockholder pursuant to proxy
proposal submission rules of the SEC. The presiding officer of
the meeting may refuse to acknowledge any matter not made in
compliance with the foregoing procedure.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our executive officers and directors, and persons who
own more than 10% of a registered class of our equity
securities, to file reports of ownership on Forms 3, 4 and
5 with the SEC. Officers, directors and greater than 10%
stockholders are required to furnish us with copies of all
Forms 3, 4 and 5 they file.
Based solely on our review of the copies of such forms we have
received and written representations from certain reporting
persons that they filed all required reports, we believe that
all of our officers, directors and greater than 10% stockholders
complied with all Section 16(a) filing requirements
applicable to them with respect to transactions during 2007,
except that Forms 4 related to sales of common stock
pursuant to
Rule 10b5-1
sales plans by Dr. Scott and Ms. Popovits on
August 14, 2007 and November 27, 2007, respectively,
were inadvertently not filed until August 17, 2007 and
November 30, 2007, respectively, and Forms 4 related
to annual option grants to each of Dr. Scott,
Mr. Cole, Ms. Popovits, Dr. Shak and
Dr. Baker on December 6, 2007 were inadvertently not
filed until December 11, 2007.
20
Other
Matters
Your board of directors does not know of any other business that
will be presented at the Annual Meeting. If any other business
is properly brought before the Annual Meeting, your proxy
holders will vote on it as they think best unless you direct
them otherwise in your proxy instructions.
Whether or not you intend to be present at the Annual Meeting,
we urge you to submit your signed proxy promptly.
By Order of the Board of Directors.
G. Bradley Cole
Executive Vice President,
Chief Financial Officer and Secretary
Redwood City, California
April 24, 2008
Our 2007 Annual Report on
Form 10-K
has been mailed with this Proxy Statement. We will provide
copies of exhibits to our Annual Report on
Form 10-K,
but will charge a reasonable fee per page to any requesting
stockholder. Stockholders may make such requests in writing to
Secretary, Genomic Health, Inc., 301 Penobscot Drive, Redwood
City, California 94063. The request must include a
representation by the stockholder that as of April 7, 2008,
the stockholder was entitled to vote at the Annual Meeting. Our
10-K and
exhibits are also available at www.genomichealth.com.
21
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Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
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Annual Meeting Proxy Card
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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A
Proposals The Board of Directors recommends a vote FOR
all the nominees listed and FOR Proposal 2.
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1. Election of Directors:
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01 - Randal W. Scott*
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02 - Kimberly J. Popovits*
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03 - Julian C. Baker*
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04 - Brook H. Byers*
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05 - Fred E. Cohen*
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06 - Samuel D. Colella* |
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07 - Randall S. Livingston*
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08 - Woodrow A. Myers, Jr.* |
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Mark here to vote FOR all nominees |
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Mark here to WITHHOLD vote from all nominees
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For All EXCEPT - To withhold a vote for one or more
nominees, mark the box to the left and the
corresponding numbered box(es) to the right.
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Abstain |
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2.
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To ratify the appointment of Ernst & Young LLP as
Genomic Healths independent registered public
accounting firm for 2008.
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In his or her discretion, the proxies are authorized to
vote upon such other business as may properly come before
the meeting or any postponements or adjournments thereof.
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B |
Authorized
Signatures
This section must be completed for your vote to be counted.
Date and Sign Below
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Please sign exactly as your name appears hereon. If the stock is registered in the names of two or
more persons, each should sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If a corporation, please give full corporate name and
have a duly authorized officer sign, stating title. If a partnership, please sign in partnership
name by authorized person.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box. |
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/ / |
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1 U P X 0 1 7 7 5 4 2 |
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<STOCK#> 00VYKB
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
Proxy GENOMIC HEALTH, INC.
PROXY
SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 21, 2008
The undersigned hereby authorizes Randal W. Scott and G. Bradley Cole, and each of them, as proxies
of the undersigned, with full power of substitution, to represent and vote the shares of common
stock of Genomic Health, Inc. (Genomic Health) which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of Genomic Health to be held at Seaport Center, 459 Seaport
Court, Redwood City, California on May 21, 2008 at 10:00 a.m. (Pacific Time), and at any and all
postponements or adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in accordance with the
following instructions.
Unless a contrary direction is indicated, this Proxy will be voted FOR Proposal 1, the election of
directors, FOR Proposal 2, the ratification of the appointment of Ernst & Young LLP as independent
registered public accounting firm and in accordance with the discretion of the Proxies on any other
matters as may properly come before the Annual Meeting. If specific instructions are indicated,
this Proxy will be voted in accordance therewith.
Please mark, sign, date and mail this proxy card promptly, using the enclosed envelope.