Current Report Filing (8-k)

MANNKIND CORPORATION

Dated: May 15, 2019

/s/ David Thomson, Ph.D., J.D.

David Thomson, Ph.D., J.D.

Corporate Vice President, General Counsel and Secretary

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): May 14, 2019

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.)

30930 Russell Ranch Road, Suite 300

Westlake Village, CA

91362

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (818) 661-5000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered


Common Stock		MNKD		The Nasdaq Stock Market LLC

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at our 2019 Annual Meeting of Stockholders held on May 14, 2019 (the “Annual Meeting”), as well as the number of votes with respect to each matter.

•

Our stockholders elected each of the seven individuals nominated by our Board of Directors to serve as directors until the next annual meeting of stockholders. The tabulation of votes in the election was as follows:


	Shares		Shares		Broker
Nominee	Voted For		Withheld		Non-Votes
Michael Castagna		47,730,365		10,594,092		105,785,750
Kent Kresa		47,358,293		10,966,164		105,785,750
Ronald Consiglio		45,321,136		13,003,321		105,785,750
Michael Friedman		45,704,574		12,619,883		105,785,750
Christine Mundkur		49,898,323		8,426,134		105,785,750
Henry L. Nordhoff		45,052,206		13,272,251		105,785,750
James S. Shannon		45,476,252		12,848,205		105,785,750

•

Our stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 28, 2019. The tabulation of votes on this matter was as follows: shares voted for: 39,066,556; shares voted against: 18,802,298; shares abstaining: 455,603; and broker non-votes: 105,785,750.

•

Our stockholders ratified the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. The tabulation of votes on this matter was as follows: shares voted for: 145,199,620; shares voted against: 15,754,021; shares abstaining: 3,156,566; and broker non-votes: 0.

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.