UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2010
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-31918
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04-3072298 |
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| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
| Incorporation)
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Identification No.) |
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| 167 Sidney Street |
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| Cambridge, Massachusetts
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02139 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 679-5500
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| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of June 16, 2010, the Board of Directors of Idera Pharmaceuticals, Inc. (the
“Company”) elected Eve Slater, M.D., to the Board of Directors as a Class III director. Dr.
Slater’s term as a Class III director will expire at the 2013 Annual Meeting of Stockholders. Dr.
Slater has been named to the Science and Development Committee and the Compensation Committee of
the Board of Directors.
In accordance with the Company’s director compensation program, Dr. Slater will receive an
annual cash retainer of $35,000 for service on the Board of Directors, which is payable quarterly
in arrears, $3,500 for service on the Science and Development Committee and $7,000 for service on
the Compensation Committee. The Company’s director compensation program includes a stock-for-fees
policy, under which Dr. Slater has the right to elect, on a quarterly basis, to receive Common
Stock of the Company in lieu of the cash fees. Dr. Slater has not elected to receive the Company’s
Common Stock for fees at this time.
In addition, under the Company’s director compensation program, upon her election to the Board
of Directors, Dr. Slater was granted an option to purchase 16,000 shares of the Company’s Common
Stock at an exercise price of $4.05 per share. Pursuant to the Company’s director compensation
program, Dr. Slater will also receive an annual option grant to purchase 10,000 shares of the
Company’s Common Stock on the date of the Company’s annual meeting of stockholders. All options
granted to non-employee directors have an exercise price equal to the closing price of the
Company’s Common Stock on the date of grant and vest in equal quarterly installments over three
years, subject to continued service as a director. These options automatically become exercisable
in full upon the occurrence of a change in control of the Company.
Dr. Slater will be subject to the Company’s Director Retirement Policy, which provides for
acceleration of vesting of options and an extension of the exercise period upon the retirement of a
non-employee director, as more fully described in the Company’s Proxy Statement filed on April 29,
2010 with the Securities and Exchange Commission.
Dr. Slater was elected by the Board of Directors upon the recommendation of the Nominating and
Corporate Governance Committee. There was no arrangement or understanding between Dr. Slater and
any other persons pursuant to which Dr. Slater was selected as a director and there are no related
party transactions between Dr. Slater and the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2010, the Company held its 2010 Annual Meeting of Stockholders (the “2010 Annual
Meeting”). There were 13,124,491 shares of the Company’s Common Stock represented in person or by
proxy at the 2010 Annual Meeting, constituting 55.9% of the shares of the Company’s Common Stock
issued and outstanding and entitled to vote at the 2010 Annual Meeting. At the 2010 Annual
Meeting, the Company’s stockholders voted upon the following matters:
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To elect Dr. Sudhir Agrawal and Mr. Youssef El Zein as members of the
Company’s board of directors to serve as Class III directors for terms to expire at
the 2013 annual meeting of stockholders; and |
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To ratify the selection of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2010. |
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