NEKTAR THERAPEUTICS (NASDAQ:NKTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(e) Compensatory Arrangements with Certain Officers.
The Board of Directors (the Board) of Nektar Therapeutics, a
Delaware corporation (the Company), previously adopted the Nektar
Therapeutics 2017 Performance Incentive Plan (the 2017 Plan),
subject to stockholder approval of the 2017 Plan. As disclosed in
Item 5.07 of this Current Report on Form 8-K, the Companys
stockholders approved the 2017 Plan at the Companys Annual
Meeting of Stockholders held on June 14, 2017 (the Annual
Meeting). The 2017 Plan will replace the Companys 2012
Performance Incentive Plan (the 2012 Plan).
The following summary of the 2017 Plan is qualified in its
entirety by reference to the text of the 2017 Plan, which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.
The Board or one or more committees appointed by the Board will
administer the 2017 Plan. The administrator of the 2017 Plan has
broad authority under the 2017 Plan to, among other things,
select participants and determine the type(s) of award(s) that
they are to receive and determine the number of shares that are
to be subject to awards and the terms and conditions of awards,
including the price (if any) to be paid for the shares or the
award. Persons eligible to receive awards under the 2017 Plan
include members of the Board, officers or employees of the
Company or any of its subsidiaries, and certain consultants and
advisors to the Company or any of its subsidiaries.
Subject to the terms of the 2017 Plan, 8,300,000 shares of the
Companys common stock (the Common Stock), reduced by the number
of shares of Common Stock subject to awards granted under the
2012 Plan on or after March 31, 2017, will initially be available
for awards under the 2017 Plan. Shares issued in respect of any
full-value award granted under the 2017 Plan will be counted
against the share limit described in the preceding sentence as
1.50 shares for every one share actually issued in connection
with the award. The following other limits are also contained in
the 2017 Plan: (1) the maximum number of shares that may be
delivered to options qualified as incentive stock options granted
under the plan is 8,300,000 shares; (2) the maximum number of
shares subject to options and stock appreciation rights that are
granted during any calendar year to any individual under the plan
is 3,000,000 shares; (3) Performance-Based Awards under Section
5.2 of the 2017 Plan granted to a participant in any one calendar
year will not provide for payment of more than (a) in the case of
awards payable only in cash and not related to shares,
$5,000,000, and (b) in the case of awards related to shares (and
in addition to options and stock appreciation rights which are
subject to the limit referred to above), 3,000,000 shares; and
(4) the aggregate value of cash compensation and the grant date
fair value (computed in accordance with generally accepted
accounting principles) of shares of Common Stock that may be paid
or granted during any calendar year to any non-employee director
shall not exceed $1,200,000 for existing non-employee directors
and $2,200,000 for new non-employee directors. As is customary in
incentive plans of this nature, each share limit and the number
and kind of shares available under the 2017 Plan and any
outstanding awards, as well as the exercise or purchase prices of
awards, and performance targets under certain types of
performance-based awards, are subject to adjustment in the event
of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends, or other
similar events that change the number or kind of shares
outstanding, and extraordinary dividends or distributions of
property to the stockholders.
The types of awards that may be granted under the 2017 Plan
include stock options, stock appreciation rights, restricted
stock, stock bonuses and other forms of awards granted or
denominated in Common Stock or units of Common Stock, as well as
certain cash bonus awards.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the actions described below were taken.
The proposals below are described in detail in the Companys
definitive proxy statement for the Annual Meeting, which was
filed with the Securities and Exchange Commission on May 1, 2017.
Proposal 1
Each of the individuals listed below was elected, by a majority
of the votes cast at the Annual Meeting and entitled to vote on
the election of directors, to serve on the Board until the
Companys 2020 Annual Meeting of Stockholders.
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Joseph J. Krivulka | 131,281,320 | 1,143,079 | 55,395 | 14,466,381 |
| Howard W. Robin | 129,904,037 | 2,534,941 | 40,816 | 14,466,381 |
| Dennis L. Winger | 127,823,732 | 4,601,951 | 54,111 | 14,466,381 |
In addition to the directors elected above, Robert B. Chess, R.
Scott Greer, Christopher A. Kuebler, Lutz Lingnau, and Roy A.
Whitfield continue to serve as directors after the Annual
Meeting.
Proposal 2
The proposal to approve the 2017 Plan and the reservation of
8,300,000 shares of Common Stock authorized for issuance under
the 2017 Plan, as described in the proxy materials, was approved
with approximately 95% of the shares present or represented and
voting at the Annual Meeting voting for the proposal and
approximately 5% voting against the proposal.
| For | Against | Abstain |
| 125,577,308 | 6,804,996 | 97,490 |
Proposal 3
The proposal to ratify the appointment, by the audit committee of
the Board, of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017, as described in the proxy materials, was
approved with approximately 99% of the shares present or
represented and voting at the Annual Meeting voting for the
proposal and approximately 1% voting against the proposal.
| For | Against | Abstain |
| 145,909,582 | 976,228 | 60,365 |
Proposal 4
The proposal to approve the compensation of the Companys Named
Executive Officers, on a non-binding advisory basis, was approved
with approximately 98% of the shares present or represented and
voting at the Annual Meeting voting for the proposal and
approximately 1% voting against the proposal.
| For | Against | Abstain |
| 130,389,918 | 1,478,729 | 611,147 |
Proposal 5
The proposal to vote on the frequency with which the Companys
stockholders will be provided a vote, on a non-binding advisory
basis, on the compensation of the Companys Named Executive
Officers, was approved with approximately 86% of the shares
present or represented and voting at the Annual Meeting voting
for every year, approximately 0.05% voting for every two years,
and 13% voting for every three years.
| Every Year | Two Years | Three Years | Abstain |
| 114,548,841 | 71,115 | 17,257,007 | 602,831 |
Based on these results, the Company has determined to hold a
non-binding advisory vote on the compensation of the Companys
Named Executive Officers every year, until the next non-binding
advisory vote on the frequency of future advisory votes on the
compensation of the Companys Named Executive Officers. An
advisory vote on the frequency of future advisory votes on the
compensation paid to the Companys Named Executive Officers is
required to be held at least once every six years.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description | |
| 10.1 | Nektar Therapeutics 2017 Performance Incentive Plan |
About NEKTAR THERAPEUTICS (NASDAQ:NKTR)
Nektar Therapeutics is a biopharmaceutical company. The Company is engaged in the development of a pipeline of drug candidates that utilize its PEGylation and advanced polymer conjugate technology platforms, which are designed to enable the development of new molecular entities that target known mechanisms of action. The Company’s pipeline consists of drug candidates for therapeutic areas, including oncology, pain, anti-infectives and immunology. The Company’s drugs include MOVANTIK (naloxegol) tablets, MOVENTIG, AdYnoVATE, NKTR-102 (next-generation topoisomerase I inhibitor), BAY41-6551 (Amikacin inhale, formerly NKTR-061), NKTR-181 (orally-available mu-opioid analgesic molecule), NKTR-102, NKTR-214 and MoVAnTiK fixed-dose combinations (opioid/naloxegol combinations). Its drugs also include Neulasta (pegfilgrastim), PEGASYS (peginterferon alfa-2a), PEG-INTRON (peginterferon alfa-2b), Somavert (pegvisomant) and Macugen (pegaptanib sodium injection).