Current Report Filing (8-k)

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 15, 2019

Mirati Therapeutics, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-35921	46-2693615
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

9393 Towne Centre Drive, Suite 200

San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 332-3410

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 (see General Instruction A.2. below):

¨ 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))

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, par value $0.001 per share	MRTX	The NASDAQ Global Select Market

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

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. ¨



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2019, our Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) was amended to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2013 Plan by 2,500,000 shares.

The foregoing description of the amendment to the 2013 Plan does not purport to be complete and is qualified in its entirety by reference to the 2013 Plan, as amended, attached to this Current Report on Form 8-K as Exhibit 99.1.



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

Our 2019 Annual Meeting of Stockholders (the "Annual Meeting") was held on May 15, 2019. We had 36,028,376 shares of common stock outstanding and entitled to vote as of March 22, 2019, the record date for the Annual Meeting. At the Annual Meeting, 30,652,543 shares of common stock were present or represented by proxy.

At the Annual Meeting, stockholders:

(1) elected Charles M. Baum, M.D., Ph.D.; Bruce L.A. Carter, Ph.D.; Aaron I. Davis; Henry J. Fuchs, M.D.; Michael Grey; Faheem Hasnain; Craig Johnson; and Maya Martinez-Davis as directors to hold office until the 2020 Annual Meeting of Stockholders;

(2) approved, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement;

(3) approved, on an advisory basis, the recommended frequency of solicitation of stockholder advisory approval of executive compensation every year;

(4) ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

(5) approved an amendment to the 2013 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2013 Plan by 2,500,000 shares.

The following sets forth detailed information regarding the final results of the voting for the Annual Meeting:

Proposal 1. Election of Directors



Name	Votes For	Votes Withheld	Broker Non-Votes
Charles M. Baum, M.D., Ph.D.	27,974,448	642,976	2,035,119
Bruce L.A. Carter, Ph.D.	25,890,939	2,726,485	2,035,119
Aaron I. Davis	28,031,577	585,847	2,035,119
Henry J. Fuchs, M.D.	24,321,648	4,295,776	2,035,119
Michael Grey	27,313,332	1,304,092	2,035,119
Faheem Hasnain	27,739,794	877,630	2,035,119
Craig Johnson	25,701,069	2,916,355	2,035,119
Maya Martinez-Davis	28,117,639	499,785	2,035,119

Proposal 2. Advisory Vote on Executive Compensation



Votes For	Votes Against	Abstentions	Broker Non-Votes
28,002,283	172,286	442,855	2,035,119

Proposal 3. Advisory Vote on the Frequency of Solicitation of Stockholder Advisory Approval of Executive Compensation



1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
28,081,703	22,429	70,648	442,644	2,035,119

Proposal 4. Ratification of the Selection of Independent Registered Public Accounting Firm



Votes For	Votes Against	Abstentions	Broker Non-Votes
29,450,907	760,211	441,425	—

Proposal 5. Approval of Amendment to 2013 Plan



Votes For	Votes Against	Abstentions	Broker Non-Votes
21,814,030	6,360,370	443,024	2,035,119



Item 9.01	Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description
99.1		Amended and Restated 2013 Equity Incentive Plan, as amended, and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder.

SIGNATURES

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.