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

LOXO ONCOLOGY,INC. (NASDAQ:LOXO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Adoption of Amended and Restated 2014 Equity Incentive Plan

On March16, 2018, the Board of Directors (the “Board”) of Loxo Oncology,Inc. (the “Company”) approved, subject to stockholder approval, the Company’s Amended and Restated 2014 Equity Incentive Plan (the “A&R 2014 Plan”), which was approved by the Company’s stockholders at its 2018 annual meeting of stockholders held on June13, 2018 (the “Annual Meeting”). The A&R 2014 Plan reserved for issuance an additional 1,500,000 shares of the Company’s common stock, subject to certain additions and adjustments, and approved certain amendments to the A&R 2014 Plan to (i)increase the “evergreen” from 3% to 4% but to reduce the term of such “evergreen” to calendar years through January1, 2023, (ii)impose a limit of 30,000 shares as the maximum number of shares that may be granted under the 2014 Plan to each of our non-employee directors each year, (iii)prohibit shares that are withheld from exercised shares for taxes, payment of exercise price in connection with the exercise of options or stock appreciation rights from returning to the total number of shares reserved for awards, (iv)provide for a prohibition on payment of dividends on unvested awards, (v)prohibit repricing without stockholder approval, (vi)prohibit transfer of awards to third-party institutions for value and (vii)make certain modifications to reflect changes to the tax law by 2017 tax legislation.

A more complete description of the A&R 2014 Plan and its terms is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April30, 2018 (the “Proxy Statement”). The foregoing description of the A&R 2014 Plan and the description of the A&R 2014 Plan in the Proxy Statement do not purport to be complete and are qualified in their respective entireties by reference to the A&R 2014 Plan, a copy of which is included asAppendix Aof the Proxy Statement and is incorporated herein by reference as Exhibit10.1 to this Current Report on Form8-K.

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

On June13, 2018, the Company held its 2018 Annual Meeting of Stockholders (“Annual Meeting”) and the following proposals were adopted:

1. Election of three ClassI directors, Dr.Joshua H. Bilenker, Dr.Steve D. Harr and Tim M. Mayleben, each to serve a three-year term, which will expire at the 2021 Annual Meeting of Stockholders or until such time as their respective successors have been duly elected and qualified:

Nominees

SharesFor

SharesWithheld

SharesAbstaining

BrokerNon-Votes

Joshua H. Bilenker, M.D.

23,979,368

3,516,189

1,247,057

Steve D. Harr, M.D.

21,633,978

5,861,579

1,247,057

Tim M. Mayleben

20,677,124

6,818,433

1,247,057

2. Ratification of the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018:

SharesFor

SharesAgainst

SharesAbstaining

BrokerNon-Votes

28,722,121

14,067

6,426

3. Adoption of a non-binding advisory vote to approve the compensation of the Company’s named executive officers:

SharesFor

SharesAgainst

SharesAbstaining

BrokerNon-Votes

26,732,426

750,065

13,066

1,247,057

4. Adoption of a non-binding advisory vote on the frequency of future advisory votes to approve named executive officer compensation. The Company’s Board of Directors supported the advisory resolution, and will include a non-binding advisory shareholder vote on its executive compensation every year until the next vote on the frequency of shareholder votes on the compensation of executives.

OneYear

TwoYears

ThreeYears

SharesAbstaining

BrokerNon-Votes

26,558,284

26,558,284

183,709

1,372,632

5. Approval of the amendment and restatement of the Company’s 2014 Equity Incentive Plan, as set forth as Appendix A to the Proxy Statement, to increase the number of shares reserved thereunder and to approve certain amendments thereof.

SharesFor

SharesAgainst

SharesAbstaining

BrokerNon-Votes

16,102,150

11,380,694

12,713

1,247,057


About LOXO ONCOLOGY,INC. (NASDAQ:LOXO)

Loxo Oncology, Inc. is a United States-based biopharmaceutical company. The Company is engaged in developing selective medicines for patients with genetically defined cancers. Its pipeline focuses on cancers that are dependent on single gene abnormalities, such that a single drug has the potential to treat the cancer. Its pipeline includes LOXO-101, LOXO-195, Rearranged During Transfection (RET) Program and Fibroblast Growth Factor Receptor (FGFR) program. LOXO-101 is a selective inhibitor of tropomyosin receptor kinases (TRK) for the treatment of patients with soft tissue sarcoma. LOXO-195 is a selective TRK inhibitor capable of addressing potential mechanisms of acquired resistance that may emerge in patients receiving LOXO-101 or multikinase inhibitors with anti-TRK activity. It has designed a series of RET inhibitors that optimize on-target potency for RET gene fusions, mutations and clinically-identified resistance mutations. It is designing FGFR1-sparing FGFR inhibitor.

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