Current Report Filing (8-k)
June 15 2021 - 4:06PM
Edgar (US Regulatory)
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2021-06-10
2021-06-10
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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 10, 2021
NEKTAR THERAPEUTICS
(Exact Name of Registrant as Specified in Charter)
Delaware
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0-24006
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94-3134940
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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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455 Mission Bay Boulevard South
San Francisco, California 94158
(Address of Principal Executive Offices and Zip
Code)
Registrant’s telephone number, including area
code: (415) 482-5300
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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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NKTR
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NASDAQ Global Select Market
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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. ☐
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Item 5.07
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Submission of Matters to a
Vote of Security Holders
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At the Annual Meeting of the Stockholders
of Nektar Therapeutics, a Delaware corporation (the “Company”), held on June 10, 2021 (the “Annual Meeting”),
the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission on April 30, 2021.
Proposal 1
Each of the individuals listed
below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on
the board of directors of the Company (the “Board”) until the Company’s 2024 Annual Meeting of Stockholders.
Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Jeff Ajer
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154,825,666
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2,011,006
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118,643
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12,620,716
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Robert B. Chess
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154,773,452
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2,067,747
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114,116
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12,620,716
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Roy A. Whitfield
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112,205,176
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44,631,969
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118,170
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12,620,716
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In addition to the directors elected
above, Myriam J. Curet, Karin Eastham, R. Scott Greer, and Howard W. Robin, continue to serve as directors after the Annual Meeting.
Proposal 2
The proposal to approve an amendment
to the Amended and Restated 2017 Performance Incentive Plan to increase the aggregate number of shares of Common Stock authorized for
issuance thereunder by 5,000,000 shares was approved with approximately 86% of the shares present or represented and voting at the Annual
Meeting voting for the proposal and approximately 14% voting against the proposal.
For
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Against
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Abstain
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Broker Non-Votes
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135,391,543
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21,456,660
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107,112
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12,620,716
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Proposal 3
The proposal to ratify the appointment,
by the audit committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year
ending December 31, 2021 was approved with approximately 99% of the shares present or represented and voting at the Annual Meeting
voting for the proposal and approximately 1% voting against the proposal.
For
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Against
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Abstain
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Broker Non-Votes
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168,008,555
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1,453,373
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114,103
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0
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Proposal 4
The proposal to approve the compensation
of the Company’s Named Executive Officers, on a non-binding advisory basis, was approved with approximately 97% of the shares present
or represented and voting at the Annual Meeting voting for the proposal and approximately 3% voting against the proposal.
For
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Against
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Abstain
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Broker Non-Votes
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151,749,699
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5,030,154
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175,462
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12,620,716
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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 thereunto duly authorized.
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NEKTAR THERAPEUTICS
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Date:
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June 15, 2021
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By:
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/s/ Mark A. Wilson
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Mark A. Wilson
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General Counsel and Secretary
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