Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Dr. Lebel Employment Agreement
On June 19, 2019, Dr. Francois Lebel, the Chief Medical Officer of Spectrum Pharmaceuticals, Inc. (the “Company”), was designated as a Section 16 officer under the Securities Exchange Act of 1934, as amended. As a result, on the same date the Company entered into a new employment agreement (the “Employment Agreement”) with Dr. Lebel, effective as of June 19, 2019 and with a term of five years.
Pursuant to the Employment Agreement, Dr. Lebel will be entitled to receive an annual base salary of $520,000 as compensation for his services. Dr. Lebel will also be eligible to receive an annual cash bonus equal to 50% of his salary, based on the performance of the Company and Dr. Lebel’s performance relative to performance objectives or other metrics the board of directors of the Company (the “Board”) may deem appropriate.
In the event of a termination other than a termination following a Change of Control (as defined in the Employment Agreement), if Dr. Lebel is terminated by the Company for Cause (as defined in the Employment Agreement), or if Dr. Lebel terminates his employment without Good Reason (as defined in the Employment Agreement), he will be entitled to any unpaid base salary and benefits accrued through the date of termination.
In the event of a termination other than a termination following a Change of Control, if Dr. Lebel is terminated by the Company without Cause, or if he terminates his employment with Good Reason, he will be entitled to receive any unpaid base salary and benefits accrued through the date of termination, as well as a lump sum payment equal to two years of base salary and two times the previous year’s bonus, as well as 18 months of Company-paid continued coverage for him and his dependents under the Company’s existing health and benefit plans. Dr. Lebel will also immediately vest in all options, restricted stock and other equity incentive compensation, and will vest in his performance-based awards pro rata based on the target award for such performance-based awards and the number of days he was employed by the Company during the applicable performance period, irrespective of actual performance.
Within 12 months following a Change of Control, if Dr. Lebel is terminated by the Company without Cause, or if he terminates his employment with Good Reason, he will be entitled to receive any unpaid base salary and benefits accrued through the date of termination, as well as two years of base salary (to be paid monthly over a 24-month period following termination) and a lump sum payment equal to two times the previous year’s bonus, as well as 18 months of Company-paid continued coverage for him and his dependents under the Company’s existing health and benefit plans. Dr. Lebel will also vest in all options, restricted stock and other equity incentive compensation immediately upon consummation of the Change of Control, and will vest in his performance-based awards pro rata based on the target award for such performance-based awards and the number of days he was employed by the Company before the Change of Control during the applicable performance period, irrespective of actual performance.
All severance payments due to Dr. Lebel’s termination without Cause or with Good Reason are subject to the execution and delivery of a general waiver and release of claims within 90 days of the date of termination.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2019.
In connection with the execution of the Employment Agreement, Dr. Lebel has been granted performance awards under the Company’s 2018 Long-Term Incentive Plan, including: (i) options to purchase up to 125,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) with a per share exercise price equal to $8.48, or the closing sales price of the Company’s Common Stock on June 18, 2019, and a three-year vesting period with one-fourth of the options vesting on the
date of grant and the remainder of the options vesting in three equal annual installments on the successive anniversaries of the date of grant thereafter; (ii) 50,000 shares of restricted stock, one-third of which will vest on each of June 19, 2020, 2021 and 2022; and (iii) 50,000 performance units, all of which shall vest upon the achievement of total stockholder return goals pursuant to the terms set forth in the agreement evidencing such performance units.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held the 2019 annual meeting of stockholders (the “Annual Meeting”) on June 19, 2019 at the Company’s corporate headquarters located at 11500 S. Eastern Avenue, Suite 240, Henderson, Nevada 89052. As of the close of business on April 22, 2019, the record date for the Annual Meeting, a total of 111,951,027 shares were outstanding and entitled to vote, of which a total of 92,770,438 shares were present in person or by proxy at the Annual Meeting constituting a quorum for the conduct of business thereat.
The following sets forth detailed information regarding the voting results at the Annual Meeting for each of the matters voted upon by the stockholders. These matters are described in more detail in the Company’s Definitive Proxy Statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 23, 2019 (the “Proxy Statement”).
Proposal No. 1
:
The Company’s stockholders elected each of the seven nominees named below to serve on the Board for a one-year term expiring at the annual meeting of stockholders in 2020 and until their respective successors are duly elected and qualified, or until their earlier resignation or removal.
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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William L. Ashton
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71,304,633
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2,896,907
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18,470,632
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Raymond W. Cohen
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52,677,903
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21,521,495
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18,470,632
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Elizabeth A. Czerepak
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71,297,792
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2,722,797
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18,470,632
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Joseph W. Turgeon
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71,386,608
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2,820,987
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18,470,632
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Jeffrey L. Vacirca
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71,434,814
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2,757,376
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18,470,632
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Dolatrai M. Vyas
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71,366,160
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2,839,944
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18,470,632
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Bernice R. Welles
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71,423,096
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2,778,624
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18,470,632
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Proposal No. 2
:
The Company’s stockholders approved by advisory vote the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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70,349,009
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3,825,471
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125,326
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18,470,632
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Proposal No. 3
:
The Company’s stockholders approved the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2019.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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91,842,270
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815,215
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112,953
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0
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