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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March7, 2018, the Board of Directors (the “Board”) of Momenta Pharmaceuticals,Inc. (the “Company”) approved the amendment and restatement of the Company’s 2013 Incentive Award Plan (the “Amended and Restated 2013 Plan”), subject to and effective upon stockholder approval. At the Company’s 2018 Annual Meeting of Stockholders, held on June20, 2018 (the “Annual Meeting”), stockholders approved the Amended and Restated 2013 Plan. The Amended and Restated 2013 Plan increases the number of shares of common stock available for issuance under the Amended and Restated 2013 Plan by 1,000,000 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 Four—Approval of Amendment and Restatement of Momenta Pharmaceuticals,Inc. 2013 Incentive Award Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April27, 2018, for the Annual Meeting (the “Proxy Statement”), which description is incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on June20, 2018. Of the 77,447,087 shares of the Company’s common stock entitled to vote, 71,415,395 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:
1. The stockholders elected each of the three ClassII nominees to the Company’s Board of Directors to hold office until the 2021 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 |
BrokerNon- Votes |
|
|
Jose-Carlos Gutierrez-Ramos |
66,059,940 |
283,246 |
6,394 |
5,065,815 |
|
James R. Sulat |
63,450,920 |
2,892,319 |
6,341 |
5,065,815 |
|
Craig A. Wheeler |
66,074,549 |
258,700 |
16,331 |
5,065,815 |
2. The stockholders ratified the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018.
|
For: |
69,093,884 |
|
Against: |
2,299,984 |
|
Abstain: |
21,527 |
3. The stockholders approved on an advisory, non-binding basis the compensation of the Company’s named executive officers.
|
For: |
64,082,753 |
|
Against: |
2,184,475 |
|
Abstain: |
82,352 |
|
Broker Non-Votes: |
5,065,815 |
4. The stockholders approved the amendment and restatement of the Momenta Pharmaceuticals,Inc. 2013 Incentive Award Plan.