CELGENE CORPORATION (NASDAQ:CELG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e)At the annual meeting of stockholders (the Annual
Meeting) of Celgene Corporation (the Company) held
on June14, 2017, the Companys stockholders approved an amendment
and restatement of the Companys 2008 Stock Incentive Plan, now
renamed the Celgene Corporation 2017 Stock Incentive Plan (the
Plan), to, among other things:
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Adopt an aggregate share reserve of 275,263,282 shares of our Common Stock. This number includes our current share reserve of 265,263,282 shares of our Common Stock and 10,000,000 additional new shares of our Common Stock; |
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Increase the maximum individual payment under performance-based cash awards for three-year performance periods to $15,000,000 (pro-rated if the performance period is less than three consecutive fiscal years). |
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Provide that stock options and stock appreciation rights granted under the Plan may not receive dividends, and no other type of award granted under the Plan may receive or retain dividends or dividend equivalents unless the underlying common stock subject to such award vests or are no longer subject to forfeiture restrictions. |
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Provide that, in the event of a change in control, if an award is not continued, assumed or have new rights substituted therefor, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions of such award. However, with respect to any performance-based award, vesting will be determined based on the higher of (A) the Committees determination and certification of the extent to which the applicable performance goals have been achieved, and (B) the deemed achievement of all relevant performance goals at the target level prorated based on service during the performance period prior to the change in control. |
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Provide that, if any performance-based award is subject to vesting after an involuntary termination of employment within the two-year period following a change in control, any vesting of such award shall be determined based on the higher of (A) Committees determination and certification of the extent to which the applicable performance goals have been achieved, and (B) the deemed achievement of all relevant performance goals at the target level prorated based on service during the performance period prior to the change in control. |
| Extend the term of the Plan through April 18, 2027. |
In addition to the foregoing, our stockholders approved Section
162(m) performance goals so that certain incentive awards granted
under the Plan to executive officers of the Company may qualify
as exempt performance-based compensation under Section 162(m) of
the Internal Revenue Code.
The foregoing is a brief summary of the principal provisions of
the amendments to the Plan and does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Plan, attached hereto as Exhibit10.1 and incorporated herein
by reference.
| ITEM5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
(a)The annual meeting of stockholders of the Company was held on
June14, 2017.
(b)Stockholders voted on the matters set forth below:
Proposal 1. Election of Directors:
| For | Withheld | Broker Non-Votes | ||||
| Robert J. Hugin | 557,546,833 | 22,485,211 | 113,299,472 | |||
| Mark J. Alles | 567,820,214 | 12,205,830 | 113,299,472 | |||
| Richard W. Barker, D.Phil. | 568,282,439 | 11,743,605 | 113,299,472 | |||
| Michael W. Bonney | 565,284,172 | 14,741,872 | 113,299,472 | |||
| Michael D. Casey | 385,737,429 | 194,288,617 | 113,299,472 | |||
| Carrie S. Cox | 565,527,921 | 14,498,123 | 113,299,472 | |||
| Michael A. Friedman, M.D. | 396,208,494 | 183,817,550 | 113,299,472 | |||
| Julia A. Haller, M.D. | 568,501,354 | 11,524,690 | 113,299,472 | |||
| Gilla Kaplan, Ph.D. | 394,894,847 | 185,131,197 | 113,299,472 | |||
| James J. Loughlin | 564,105,742 | 15,920,302 | 113,299,472 | |||
| Ernest Mario, Ph.D. | 394,207,895 | 185,818,149 | 113,299,472 |
Proposal 2. Ratification of Appointment of KPMG LLP as the
Companys Independent Registered Public Accounting Firm for the
Fiscal Year Ending December31, 2017:
| For | 678,330,751 |
| Against | 13,929,144 |
| Abstain | 1,065,621 |
| Broker Non-Votes |
Proposal 3. Amendment and Restatement of the Companys 2008 Stock
Incentive Plan, renamed the Celgene Corporation 2017 Stock
Incentive Plan (the description of the amendments to the Plan
contained in Item5.02 of this Current Report on Form 8-K is
incorporated herein by reference):
| For | 519,706,668 |
| Against | 58,364,806 |
| Abstain | 1,954,570 |
| Broker Non-Votes | 113,299,472 |
Proposal 4. Advisory Vote on Executive Compensation:
| For | 551,315,211 |
| Against | 26,070,216 |
| Abstain | 2,738,596 |
| Broker Non-Votes | 113,299,472 |
Proposal 5. Advisory Vote on the Frequency of the Vote on
Executive Compensation:
| One Year | 520,315,211 |
| Two Years | 1,615,153 |
| Three Years | 56,721,011 |
| Abstain | 1,374,669 |
| Broker Non-Votes | 113,299,472 |
Proposal 6. Advisory Vote on a Stockholder Proposal to Request a
By-law Provision Limiting Managements Access to Vote Tallies
Prior to the Annual Meeting With Respect to Certain Compensation
Matters (described in more detail in the Proxy Statement):
| For | 24,684,671 |
| Against | 549,705,839 |
| Abstain | 5,635,534 |
| Broker Non-Votes | 113,299,472 |
(c)Not applicable.
(d)Not applicable.
| ITEM9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| 10.1 |
Amendment and Restatement of the Celgene Corporation 2008 Stock Incentive Plan (Renamed the Celgene Corporation 2017 Stock Incentive Plan) |
About CELGENE CORPORATION (NASDAQ:CELG)
Celgene Corporation (Celgene) is a biopharmaceutical company. The Company together with its subsidiaries is engaged primarily in the discovery, development and commercialization of therapies for the treatment of cancer and inflammatory diseases through solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. The Company’s primary commercial stage products include REVLIMID (lenalidomide), ABRAXANE (paclitaxel albumin-bound particles for injectable suspension), POMALYST/IMNOVID (pomalidomide), VIDAZA, azacitidine for injection (generic version of VIDAZA), THALOMID (thalidomide), OTEZLA (apremilast) and ISTODAX (romidepsin). The Company’s clinical trial activity includes trials across the disease areas of hematology, oncology, and inflammation and immunology.