Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2013




(Exact name of registrant as specified in its charter)

Delaware   001-35668   22-3868459

(state or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


18 Desbrosses Street

New York, New York

(Address of principal executive
      (Zip Code)


Registrant’s telephone number, including area code: (646) 747-1000

(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):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




Executive Compensation for 2013


On May 7, 2013, the compensation committee and board of directors of Intercept Pharmaceuticals, Inc. (the “Company”) revised the compensation arrangements applicable to Mark Pruzanski, President and Chief Executive Officer, David Shapiro, Chief Medical Officer and Executive Vice President—Development, and Barbara Duncan, Chief Financial Officer (collectively, the “named executive officers”). The following is a summary of the new compensation arrangements applicable to the named executive officers:


   Base Salary ($)   Bonus Target
(% of Base Salary)
Name  2012   2013   2012   2013 
Mark Pruzanski   377,000    500,000    45%   50%
David Shapiro   375,000    380,000    25%   35%
Barbara Duncan   323,000    335,000    25%   35%


The change to the base salary of each named executive officer is effective as of April 1, 2013.


Item 5.07 Submission of Matters to a Vote of Security Holders.


At the 2013 annual meeting of stockholders of the Company held on May 7, 2013, the Company’s stockholders (1) elected all seven of the Company’s nominees for director and (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2013. Shares of the Company’s voting stock were voted on these proposals as follows:


Proposal 1. Election of Directors: Seven nominees were elected to serve on the Company’s board of directors until the next annual meeting of stockholders and until their successors are elected and qualified with the votes set forth below:


Name  For   Withheld 
Srinivas Akkaraju   14,498,878    15,120 
Paolo Fundaro   14,498,060    15,938 
Mark Pruzanski   14,499,437    14,561 
Jonathan Silverstein   14,498,869    15,129 
Lorenzo Tallarigo   14,498,060    15,938 
Klaus Veitinger   14,499,628    14,370 
Nicole Williams   14,505,560    8,438 


Proposal 2. Ratification of Independent Registered Public Accounting Firm: The selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2013 was ratified with the votes set forth below:


For   Against   Abstain 
 14,986,749    7,440    1 




Item 8.01 Other Events.


Revised Non-employee Director Compensation Policy


On May 7, 2013, the Company’s board of directors adopted a revised non-employee director compensation policy. A summary of the director compensation policy is filed herewith as Exhibit 10.1, and is incorporated by reference into this Item 8.01.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits.
10.1 2013 non-employee director compensation policy.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 13, 2013 /s/ Mark Pruzanski
  Mark Pruzanski, M.D.
  President and Chief Executive Officer