PUMA BIOTECHNOLOGY, INC. (NASDAQ:PBYI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Puma Biotechnology, Inc. (the Company) held its 2017 Annual
Meeting of Stockholders (the 2017 Annual Meeting) on June12,
2017. At the 2017 Annual Meeting, the Companys stockholders
approved an amendment to the Puma Biotechnology, Inc. 2011
Incentive Award Plan (the Plan) to add a limit on compensation
payable to non-employee directors (such amendment, the Director
Limit Amendment). The Director Limit Amendment had been adopted
by the Companys Board of Directors (the Board) on April27, 2017.
Additionally, at the 2017 Annual Meeting, the Companys
stockholders approved an amendment to the Plan to increase the
number of shares of common stock reserved for issuance thereunder
by 2,000,000shares (such amendment, the Share Reserve Amendment).
The Share Reserve Amendment had been approved by the Board on
April27, 2017, subject to receiving stockholder approval at the
2017 Annual Meeting.
The terms and conditions of the Director Limit Amendment are
described in the section entitled Proposal3 Approval of Third
Amendment to the Puma Biotechnology, Inc. 2011 Incentive Award
Plan (the Director Limit Stockholder Proposal) and the terms and
conditions of the Share Reserve Amendment are described in the
section entitled Proposal4 Approval of Fourth Amendment to the
Puma Biotechnology, Inc. 2011 Incentive Award Plan (the Share
Reserve Stockholder Proposal) in the Companys Definitive Proxy
Statement on Schedule14A filed with the Securities and Exchange
Commission on April28, 2017. The descriptions of the terms and
conditions of the Director Limit Amendment in the Director Limit
Stockholder Proposal and the terms and conditions of the Share
Reserve Amendment in the Share Reserve Stockholder Proposal do
not purport to be complete descriptions of the Director Limit
Amendment and the Share Reserve Amendment and are qualified in
their entirety by reference to the complete texts of the Director
Limit Amendment and the Share Reserve Amendment, copies of which
are filed as Exhibit10.1 and 10.2, respectively, to this Current
Report on Form8-K and are incorporated by reference herein.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
(a) The 2017 Annual Meeting was held at 1:00p.m. Pacific Daylight
Time on June12, 2017 at the Luxe Sunset Boulevard Hotel in Los
Angeles, California.
(b) The following proposals were voted upon at the 2017 Annual
Meeting and the final voting results with respect to each such
proposal are set forth below:
| Proposal1: |
The stockholders elected the five nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Companys next annual meeting of stockholders in 2018, or until a successor has been duly elected and qualified or until their earlier resignation or removal. |
|
Nominee |
For |
Withheld |
Broker Non-Votes |
|||
|
Alan H. Auerbach |
30,247,498 | 131,378 | 3,572,188 | |||
|
Jay M. Moyes |
23,210,641 | 7,168,235 | 3,572,188 | |||
|
AdrianM.Senderowicz |
25,891,823 | 4,487,053 | 3,572,188 | |||
|
Troy E. Wilson |
28,076,836 | 2,302,040 | 3,572,188 | |||
|
Frank E. Zavrl |
26,047,304 | 4,331,572 | 3,572,188 |
| Proposal2: |
The stockholders ratified the selection of KPMG LLP as the Companys independent registered accounting firm for the fiscal year ending December31, 2017. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
33,828,861 |
94,979 | 27,224 |
| Proposal3: | The stockholders approved the Director Limit Amendment. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
26,058,638 |
4,289,814 | 30,424 | 3,572,188 |
| Proposal4: | The stockholders approved the Share Reserve Amendment. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
19,828,642 |
10,519,433 | 30,801 | 3,572,188 |
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 |
Third Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan |
|
| 10.2 |
Fourth Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan |
About PUMA BIOTECHNOLOGY, INC. (NASDAQ:PBYI)
Puma Biotechnology, Inc. is a biopharmaceutical company that focuses on the development and commercialization of products for the treatment of cancer. The Company focuses on in-licensing the global development and commercialization rights to over three drug candidates, including PB272 (neratinib (oral)), which the Company is developing for the treatment of patients with human epidermal growth factor receptor type 2 (HER2), positive breast cancer, and patients with non-small cell lung cancer, breast cancer and other solid tumors that have a HER2 mutation; PB272 (neratinib (intravenous)), which the Company is developing for the treatment of patients with advanced cancer, and PB357, which is an orally administered agent. Neratinib is a potent irreversible tyrosine kinase inhibitor (TKI) that blocks signal transduction through the epidermal growth factor receptors (EGFRs), HER1, HER2 and HER4.
