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(State or other jurisdiction
of incorporation)
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(Commission
File Number) |
(IRS Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
symbol
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Name of each exchange
on which registered
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The
(Nasdaq Global Select Market)
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(i)
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Increases the number of shares of common stock available for issuance by 3,000,000 shares to an aggregate of 17,529,412 shares, and therefore increases the number of shares which may be granted as incentive stock options (“ISOs”) under the Amended Plan by 3,000,000 shares to an aggregate of 17,529,412 shares; and
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(ii)
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Extends the right to grant ISOs under the Amended Plan through March 21, 2034.
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(a)
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The Company held the 2024 Annual Meeting on June 18, 2024 at the Company’s principal executive offices, 10880 Wilshire Blvd., Suite 2150, Los Angeles, California.
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(b)
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The following proposals were voted upon at the 2024 Annual Meeting, and the final voting results with respect to each such proposal are set forth below:
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Proposal 1:
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The Company’s stockholders elected the eight nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2025 and until their successors have been duly elected and qualified or until their earlier resignation or removal.
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Nominee
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For
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Withheld
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Broker
Non-Votes |
Alan H. Auerbach
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31,690,323
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470,271
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8,522,633
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Alessandra Cesano
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26,273,431
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5,887,163
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8,522,633
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Allison Dorval
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31,249,555
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911,039
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8,522,633
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Michael P. Miller
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31,412,221
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748,373
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8,522,633
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Jay M. Moyes
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31,577,976
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582,618
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8,522,633
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Adrian M. Senderowicz
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31,614,630
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545,964
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8,522,633
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Brian Stuglik
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31,613,980
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546,614
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8,522,633
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Troy E. Wilson
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25,226,683
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6,933,911
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8,522,633
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Proposal 2:
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The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024.
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For
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Against
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Abstain
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Broker
Non-Votes |
40,225,891
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401,633
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55,703
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0
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Proposal 3:
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The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.
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For
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Against
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Abstain
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Broker
Non-Votes |
30,718,704
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1,393,432
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48,458
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8,522,633 |
Proposal 4:
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The Company’s stockholders approved, on an advisory basis, a period of one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Votes |
31,098,916
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27,632
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785,779
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248,267
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8,522,633
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Proposal 5:
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The Company’s stockholders voted to approve an amendment to increase the number of shares of the Company’s common stock reserved for issuance under the Company’s 2011 Incentive Award Plan, as amended, by 3,000,000 shares and to extend the period during which ISOs may be granted.
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For
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Against
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Abstain
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Broker
Non-Votes |
30,970,520
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1,172,379
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17,695
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8,522,633
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(c)
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Not applicable.
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(d)
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Following the 2024 Annual Meeting, and consistent with the Board’s recommendation in the 2024 Proxy Statement, the Board has determined to hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis.
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PUMA BIOTECHNOLOGY, INC.
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Date: June 24, 2024
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By:
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/s/ Alan H. Auerbach
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Alan H. Auerbach
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Chief Executive Officer and President
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