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 OfficersItem 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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 |