Current Report Filing (8-k)
April 07 2017 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 6, 2017
MannKind Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-50865
|
|
13-3607736
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
25134 Rye Canyon Loop, Suite 300
Valencia, California
|
|
91355
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (661) 775-5300
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
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.
(e)
On April 6, 2017, MannKind Corporation (the Company) entered into a Change of Control Agreement with each of its executive officers (each, an
Executive), consisting of: Matthew J. Pfeffer, Michael E. Castagna, David Thomson, Ph.D., J.D., Raymond Urbanski, M.D., Ph.D., Joseph Kocinsky, Rose Alinaya and Stuart A. Tross, Ph.D.
The Change of Control Agreement with each Executive provides for the employment of the Executive during the two-year period following a change of control of
the Company and certain benefits during that period. Each Change of Control Agreement provides that during the two-year period following a change of control of the Company, the Executive will (i) have a position and duties commensurate to those
of the Executive prior to the change of control, (ii) perform his or her services at the same work site as before the change of control, (iii) receive an annual base salary at least equal to the Executives annual base salary in
effect during the year in which the change of control occurs, (iv) be eligible for an annual performance-based bonus equal to the average annual bonus paid or payable to the Executive for the three years prior to the change of control and
(v) receive other benefits.
In addition, each Change of Control Agreement provides that in the event the Executives employment is terminated
other than for cause or if the Executive resigns for good reason during the two-year period following a change of control of the Company (or prior to, but in anticipation of, a change of control of the Company), the Executive will be entitled to
certain severance benefits, consisting of (i) the continuation of base salary for 18 months following the date of termination, (ii) the payment of an amount equal to 1.5 times the average annual bonus paid or payable to the Executive for
the three years prior to the change of control, (iii) a pro rated annual bonus amount for the current year if the performance criteria for earning such bonus is met or if the Companys board of directors determines that all such criteria
could have been satisfied if the Executive remained employed for the full fiscal year, (iv) health and dental insurance benefits for up to 18 months following the date of termination, (v) the immediate vesting of all of the
Executives equity awards and (vi) the extension of the time to exercise vested stock options following the date of termination.
The term of
each Change of Control Agreement is for a period of two years and will be automatically renewed for additional one-year periods unless either party gives notice to terminate at least 90 days prior to the end of its initial term or any subsequent
term.
The foregoing description is only a summary of the Change of Control Agreements and is qualified in its entirety by the terms of the Change of
Control Agreements, the form of which is attached hereto as Exhibit 99.1.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
99.1
|
|
Form of Change of Control Agreement
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
MANNKIND CORPORATION
|
|
|
By:
|
|
/s/ David Thomson
|
|
|
Name:
|
|
David Thomson, Ph.D., J.D.
|
|
|
Title:
|
|
Corporate Vice President, General Counsel and Secretary
|
Dated: April 7, 2017
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
99.1
|
|
Form of Change of Control Agreement
|
MannKind (NASDAQ:MNKD)
Historical Stock Chart
From Aug 2024 to Sep 2024
MannKind (NASDAQ:MNKD)
Historical Stock Chart
From Sep 2023 to Sep 2024