false
0000744218
0000744218
2024-06-13
2024-06-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 13, 2024
Celldex
Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
000-15006 |
|
13-3191702 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
Perryville III Building, 53 Frontage Road, Suite 220,
Hampton,
New Jersey 08827
(Address of principal executive offices) (Zip
Code)
(908)
200-7500
(Registrant’s telephone number, including
area code)
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:
¨ |
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 $.001 |
CLDX |
Nasdaq
Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 13, 2024 at the 2024 Annual Meeting
of Stockholders (the “Annual Meeting”) of Celldex Therapeutics, Inc. (the “Company”), the Company’s
stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021
Plan”) (i) increasing the number of shares available for issuance under the 2021 Plan by 3,200,000 shares and (ii) increasing
the non-employee director award limitation. The Plan Amendment became effective following its approval by the Company’s stockholders.
The foregoing description of the Plan Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 13, 2024, at the Annual Meeting,
the stockholders voted on the four proposals listed below. The proposals are described in detail in the Company’s definitive proxy
statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”).
The final results for the votes regarding each proposal are set forth below.
1. The
stockholders elected the following individuals to serve on the Company’s board of directors until the annual meeting of stockholders
to be held in 2025. The tabulation of votes with respect to the election of such directors was as follows:
Nominees | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
Karen L. Shoos (Chair of the Board) | |
54,662,615 | |
791,355 | |
113,213 | |
2,522,112 |
Anthony S. Marucci (Chief Executive Officer) | |
54,704,706 | |
749,690 | |
112,787 | |
2,522,112 |
Keith L. Brownlie | |
54,774,708 | |
679,666 | |
112,809 | |
2,522,112 |
Cheryl L. Cohen | |
54,830,898 | |
622,096 | |
114,189 | |
2,522,112 |
Herbert J. Conrad | |
53,985,260 | |
1,469,124 | |
112,799 | |
2,522,112 |
Rita I. Jain, M.D. | |
54,826,340 | |
627,680 | |
113,163 | |
2,522,112 |
James J. Marino | |
54,670,676 | |
783,775 | |
112,732 | |
2,522,112 |
Garry A. Neil, M.D. | |
54,807,327 | |
645,682 | |
114,174 | |
2,522,112 |
Harry H. Penner, Jr. | |
54,658,404 | |
795,521 | |
113,258 | |
2,522,112 |
2. The
stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2024. The tabulation of votes with respect to this proposal was as follows:
For | |
Against | |
Abstain |
57,840,728 | |
122,376 | |
126,191 |
3. The
stockholders approved an amendment to our 2021 Omnibus Equity Incentive Plan, including an increase in the number of the shares reserved
for issuance thereunder by 3,200,000 shares to 7,500,000 shares. The tabulation of votes with respect to this proposal was as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
53,889,397 | |
1,561,316 | |
116,470 | |
2,522,112 |
4. The
stockholders voted to approve, on an advisory, non-binding basis, the compensation for the Company’s named executive officers as
disclosed in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
54,182,916 | |
945,004 | |
439,263 | |
2,522,112 |
Item 9.01. Financial Statements and Exhibits.
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.
|
CELLDEX
THERAPEUTICS, INC. |
|
|
Dated: June 14, 2024 |
By: |
/s/
Sam Martin |
|
Name: |
Sam Martin |
|
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 10.1
AMENDMENT No. 2
TO
CELLDEX THERAPEUTICS, INC.
2021 OMNIBUS EQUITY INCENTIVE PLAN
Dated: April 12, 2024
This Amendment amends the Celldex Therapeutics, Inc.
2021 Omnibus Equity Incentive Plan (the “Plan”). All capitalized terms not defined herein shall have the meanings set
forth in the Plan.
R E C I T A L S
WHEREAS, Section 17.2 of the Plan reserves
to the Board of Directors (“Board”) of Celldex Therapeutics, Inc. (the “Company”) the right to amend the
Plan from time to time; and
WHEREAS, the Board desires to amend the Plan to
increase the number of shares available for awards under the plan by 3,200,000 shares in the manner hereinafter provided subject to approval
by the Company’s stockholders; and
WHEREAS, the Board desires to amend the Plan to
increase the limitation on outside director compensation under the Plan in the manner hereinafter provided.
NOW THEREFORE, the Plan is hereby amended as follows:
| 1. | Amendment to Plan Share Limitation. |
Section 4.1(a) of the Plan is amended and restated in its
entirety as follows:
“(a) Subject to adjustment pursuant
to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common Stock which may be issued
under all Awards granted to Participants under the Plan shall be (i) 7,500,000 shares plus (ii) such number of unused shares
of Common Stock reserved under the Prior Plan as of the Effective Date, which unused reserve shall be rolled into this Plan (subsections
(i) and (ii) together, the “Share Reserve”); all of which shares may, but need not, be issued in respect of Incentive
Stock Options. In addition, there shall be rolled into this Plan and added to the Share Reserve (but not issued in respect of Incentive
Stock Options) such number of shares of Common Stock subject to outstanding grants or awards under the Prior Plan as of the Effective
Date which are thereafter forfeited, cancelled or otherwise lapse in accordance with the provisions of Section 4.1(b).”
| 2. | Amendment to Outside Director Limitation. |
Section 4.2 of the Plan is amended and restated in its entirety
as follows:
4.2 Outside Director Limitation. The grant date
fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification
Topic 718, or any successor thereto) of Awards granted under the Plan to any Outside Director during any calendar year shall not exceed
$750,000 (inclusive of any cash awards to an Outside Director for such year that are not made pursuant to the Plan); provided that in
the case of a new Outside Director, such amount shall be increased to $1,200,000 for the initial year of the Outside Director’s
term.
| 3. | No Other Changes. Except as set forth herein, the Plan shall remain in full force and effect without modification. |
IN WITNESS WHEREOF, the undersigned, a duly authorized
officer of the Company, has executed this Amendment as of the date first above written as evidence of its adoption by the Company.
| CELLDEX THERAPEUTICS, INC. |
| | |
| By: | /s/ Sam Martin |
| Name: | Sam Martin |
| Title: | Senior Vice
President and Chief Financial Officer |
v3.24.1.1.u2
Cover
|
Jun. 13, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 13, 2024
|
Entity File Number |
000-15006
|
Entity Registrant Name |
Celldex
Therapeutics, Inc.
|
Entity Central Index Key |
0000744218
|
Entity Tax Identification Number |
13-3191702
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
Perryville III Building, 53 Frontage Road, Suite 220
|
Entity Address, City or Town |
Hampton
|
Entity Address, State or Province |
NJ
|
Entity Address, Postal Zip Code |
08827
|
City Area Code |
908
|
Local Phone Number |
200-7500
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $.001
|
Trading Symbol |
CLDX
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Celldex Therapeutics (NASDAQ:CLDX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Celldex Therapeutics (NASDAQ:CLDX)
Historical Stock Chart
From Jul 2023 to Jul 2024