Momenta Pharmaceuticals, Inc. (NASDAQ:MNTA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pharmaceuticals, Inc. (the Company) approved the amendment and
restatement of the Companys 2013 Incentive Award Plan (the
Amended and Restated 2013 Plan), subject to and effective upon
stockholder approval. At the Companys 2017 Annual Meeting of
Stockholders, held on June 20, 2017 (the Annual Meeting),
stockholders approved the Amended and Restated 2013 Plan. The
Amended and Restated 2013 Plan, among other things, increases the
number of shares of common stock available for issuance under the
plan by 4,300,000 shares. For a description of the terms and
conditions of the Amended and Restated 2013 Plan, see Summary of
the Amended and Restated 2013 Plan under Proposal Five —
Approval of Amendment and Restatement of Momenta Pharmaceuticals,
Inc. 2013 Incentive Award Plan in the Companys Proxy Statement,
filed with the Securities and Exchange Commission on April 27,
2017, for the Annual Meeting (the Proxy Statement), which
description is incorporated herein by reference.
restatement of the Companys 2004 Employee Stock Purchase Plan
(the Amended and Restated ESPP), subject to and effective upon
stockholder approval. Stockholders approved the Amended and
Restated ESPP at the Annual Meeting. The Amended and Restated
ESPP increases the number of shares of common stock available for
issuance under the plan by 1,400,000 shares. For a description of
the terms and conditions of the Amended and Restated ESPP, see
Summary of the ESPP under Proposal Six — Approval of Amendment
and Restatement of Momenta Pharmaceuticals, Inc. 2004 Employee
Stock Purchase Plan in the Proxy Statement, which description is
incorporated herein by reference.
V. Kaundinya and Bruce A. Leicher (each, an Officer) amended each
Officers respective employment agreement to explicitly provide
that the Officers rights thereunder to accelerated vesting of
restricted stock in connection with certain employment
terminations apply equally, as intended, to awards of restricted
stock units. The Company also adopted a corresponding amendment
to its form of employment agreement for executive officers.
74,198,113 shares of the Companys common stock entitled to vote,
68,718,119 shares were present in person or by proxy at the
Annual Meeting. The matters voted on at the Annual Meeting, and
the voting results for each matter, were as follows:
nominees to the Companys Board of Directors to hold office until
the 2020 Annual Meeting of Stockholders and until their
respective successors have been duly elected and qualified or
until their respective deaths, resignations or removals.
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||
|
Bruce L. Downey
|
59,778,096
|
1,074,873
|
29,205
|
7,835,945
|
||||
|
Corey N. Fishman
|
59,690,171
|
1,160,248
|
31,755
|
7,835,945
|
||||
|
Georges Gemayel
|
59,835,102
|
1,017,577
|
29,495
|
7,835,945
|
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017.
|
For:
|
67,011,489
|
|
Against:
|
1,649,328
|
|
Abstain:
|
57,302
|
basis the compensation of the Companys named executive officers.
|
For:
|
59,175,222
|
|
Against:
|
1,660,287
|
|
Abstain:
|
46,665
|
|
Broker Non-Votes:
|
7,835,945
|
basis an annual vote on the compensation of the Companys named
executive officers.
|
1 Year:
|
51,825,749
|
|
2 Years:
|
124,406
|
|
3 Years:
|
8,836,851
|
|
Abstain:
|
95,168
|
|
Broker Non-Votes:
|
7,835,945
|
of the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan.
|
For:
|
51,766,861
|
|
Against:
|
9,051,804
|
|
Abstain:
|
63,509
|
|
Broker Non-Votes:
|
7,835,945
|
of the Momenta Pharmaceuticals, Inc. 2004 Employee Stock
Purchase Plan.
|
For:
|
59,595,354
|
|
Against:
|
1,236,585
|
|
Abstain:
|
50,235
|
|
Broker Non-Votes:
|
7,835,945
|
recommendation that stockholders vote to hold future advisory
votes on executive compensation annually, the Company decided
to hold such vote annually until the next required vote on the
frequency of future advisory votes on the compensation of the
Companys named executive officers, or until the Company
determines that a different frequency of such non-binding
advisory vote is in the best interests of the Companys
stockholders.
About Momenta Pharmaceuticals, Inc. (NASDAQ:MNTA)
Momenta Pharmaceuticals, Inc. is a biotechnology company. The Company is focused on developing generic versions of drugs, biosimilars and therapeutics for oncology and autoimmune disease. It focuses on three product areas: Complex Generics, Biosimilars and Novel Therapeutics. It has developed generic version of Lovenox (enoxaparin sodium injection). Its GLATOPA is a generic version of once-daily COPAXONE 20 milligrams/milliliter (mg/mL) indicated for the treatment of patients with relapsing-remitting multiple sclerosis (RRMS), a chronic disease of the central nervous system characterized by inflammation and neurodegeneration. It is developing M923, which is a biosimilar of HUMIRA and M834 as a biosimilar of ORENCIA. Its oncology product candidate Necuparanib, is an oncology product candidate, which have a range of effects on tumor cells and the environment, in which tumor cells grow. It focuses on M281, which is an Anti-FcRn program.
