SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) 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 August 24, 2018, Sorrento Therapeutics, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”) to increase the number of shares of common stock that may be issued under the 2009 Plan by 7,600,000 shares.
The amendment to the 2009 Plan had been previously approved, subject to stockholder approval, by the Company’s Board of Directors. The amendment to the 2009 Plan became effective immediately upon stockholder approval at the Meeting. The 2009 Plan, as amended, is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 24, 2018, the Company held the Meeting. At the Meeting, a total of 94,148,363 shares, or 80.7% of the Company’s common stock issued and outstanding as of the record date, were represented in person or by proxy.
At the Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2018, as amended by the supplements to the definitive proxy statement filed with the SEC on July 20, 2018 and August 2, 2018 (the “Proxy Statement”).
Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as directors to serve until the Company’s 2019 Annual Meeting of Stockholders.
| Nominee | For | Withhold | Broker Non-Votes |
| Henry Ji, Ph.D. | 68,203,686 | 2,973,556 | 22,971,121 |
| Dorman Followwill | 69,714,213 | 1,463,029 | 22,971,121 |
| Kim D. Janda, Ph.D. | 66,765,964 | 4,411,278 | 22,971,121 |
| David Lemus | 69,716,962 | 1,460,280 | 22,971,121 |
| Jaisim Shah | 67,588,122 | 3,589,120 | 22,971,121 |
| Yue Alexander Wu, Ph.D. | 67,430,670 | 3,746,572 | 22,971,121 |
Proposal No. 2: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year endingDecember 31, 2018.
| For | Against | Abstentions | Broker Non-Votes |
| 93,829,678 | 237,380 | 81,305 |
Proposal No. 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement to the compensation disclosure rules of the SEC.
| For | Against | Abstentions | Broker Non-Votes |
| 63,369,473 | 7,303,956 | 503,813 | 22,971,121 |
Proposal No. 4: To approve an amendment to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) to eliminate restrictions on removal of directors.
| For | Against | Abstentions | Broker Non-Votes |
| 70,274,092 | 410,703 | 492,447 | 22,971,121 |
Proposal No. 4 was not approved by the Company’s stockholders as Proposal No. 4 required the affirmative vote of sixty-seven percent (67%) of all outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors to be approved. As disclosed in the Proxy Statement, to a prior resolution by the Company’s Board of Directors, until such time as the amendment to the Restated Certificate is approved by the Company’s stockholders, the Company will not enforce the director removal provision of the Restated Certificate to the extent it purports to limit removal of directors by stockholders only for cause or only by a supermajority of stockholders.
Proposal No. 5: To approve an amendment to the 2009 Plan to increase the maximum number of shares authorized for issuance under the 2009 Plan by 7,600,000 shares from 11,260,000 shares to 18,860,000 shares.
| For | Against | Abstentions | Broker Non-Votes |
| 68,205,955 | 2,728,722 | 242,565 | 22,971,121 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Amended and Restated 2009 Stock Incentive Plan, as amended. |
Sorrento Therapeutics, Inc. ExhibitEX-10.1 2 tv501854_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SORRENTO THERAPEUTICS,…To view the full exhibit click here
About SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE)
Sorrento Therapeutics, Inc. is a biopharmaceutical company. The Company is engaged in the discovery, acquisition, development and commercialization of drug therapeutics. Its primary therapeutic focus is oncology, including the treatment of chronic cancer pain. It is also developing therapeutic products for other indications, including immunology and infectious diseases. Its products in the pipeline include Chimeric Antigen Receptor-T Cell (CAR-T) programs, resiniferatoxin (RTX), and biosimilar/biobetter antibodies clinical development programs. Its pipeline also includes preclinical fully human therapeutic monoclonal antibodies (mAbs), including biosimilars/biobetters, fully human anti-PD-L1 and anti-PD-1 checkpoint inhibitors derived from its G-MAB library platform, antibody drug conjugates (ADCs), bispecific antibodies (BsAbs), as well as CAR-T and Chimeric Antigen Receptor Natural Killer (NK) cells (CAR. NK) for adoptive cellular immunotherapy.
