Current Report Filing (8-k)
June 22 2016 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 22, 2016
Momenta Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-50797
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04-3561634
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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675 West Kendall Street, Cambridge, MA
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 491-9700
(Registrants telephone number,
including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9 and April 15, 2016, the Board of Directors (the Board) of Momenta 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 2016 Annual Meeting of Stockholders, held on June 22, 2016 (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 4,250,000 shares.
The foregoing description of the Amended and Restated 2013 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2013 Plan. A copy of the Amended and Restated 2013 Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Companys Annual Meeting was held on June 22, 2016. Of the 70,955,103 shares of the Companys common stock entitled to vote, 63,594,250 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 two Class III nominees to the Companys Board of Directors to hold office until the 2019 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their respective deaths, resignations or removals.
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For
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Withheld
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Broker Non-Votes
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Thomas P. Koestler
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55,522,049
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586,456
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7,485,745
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Elizabeth Stoner
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55,851,175
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257,330
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7,485,745
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2.
The stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016.
For:
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62,933,067
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Against:
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642,433
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Abstain:
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18,750
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3.
The stockholders approved on an advisory, non-binding basis the compensation of the Companys named executive officers.
For:
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54,174,414
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Against:
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1,720,565
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Abstain:
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213,526
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Broker Non-Votes:
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7,485,745
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4.
The stockholders approved the amendment and restatement of the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan.
For:
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42,482,440
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Against:
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13,428,800
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Abstain:
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197,265
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Broker Non-Votes:
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7,485,745
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2
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan (amended and restated, as approved by stockholders on June 22, 2016) (incorporated by reference herein to Exhibit A of the Definitive Proxy Statement of Momenta Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 27, 2016)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MOMENTA PHARMACEUTICALS, INC.
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Date: June 22, 2016
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By:
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/s/ Richard P. Shea
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Richard P. Shea
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Senior Vice President, Finance and Chief
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Financial Officer
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4
EXHIBIT INDEX
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan (amended and restated, as approved by stockholders on June 22, 2016) (incorporated by reference herein to Exhibit A of the Definitive Proxy Statement of Momenta Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 27, 2016)
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5
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