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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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Exhibit 10.1
SIXTH AMENDMENT TO
PUMA BIOTECHNOLOGY, INC.
2011 INCENTIVE AWARD PLAN
This Sixth Amendment (“Sixth Amendment”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan, as amended (the “Plan”), is adopted by the Board of Directors (the “Board”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), effective as of June 18, 2024 (the “Amendment Effective Date”). Capitalized terms used in this Sixth Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
A. |
The Company currently maintains the Plan. |
B. |
Pursuant to Section 13.1 of the Plan, (i) the Board has the authority to amend the Plan at any time or from time to time, and (ii) the Board has the authority to amend the Plan to increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan (the “Share Limit”), subject to approval by the stockholders of the Company twelve (12) months before or after such action. |
C. |
The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to (i) extend the period under which Incentive Stock Options (as defined in the Plan) may be granted under the Plan and (ii) increase the Share Limit. |
AMENDMENT
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The Plan is hereby amended as follows, effective as of the Amendment Effective Date: |
1. |
Section 2.19. Section 2.19 is hereby deleted and replaced in its entirety with the following: |
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“2.19 “Effective Date” shall mean June 18, 2024, provided, however, that solely for purposes of the last sentence of Section 13.1, the Effective Date shall be the date on which the Plan (as amended by the Sixth Amendment to the Plan) is adopted by the Board, subject to approval of the Plan (as amended by the Sixth Amendment to the Plan) by the Company’s stockholders.” |
2. |
Section 3.1(a). The first sentence of Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following: |
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“Subject to Sections 3.1(b), 13.1 and 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to 17,529,412 Shares (the “Share Limit”), all of which may be issued as Incentive Stock Options.” |
3. |
This Sixth Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan. |
4. |
Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
Document And Entity Information |
Jun. 18, 2024 |
---|---|
Document Information [Line Items] | |
Entity, Registrant Name | PUMA BIOTECHNOLOGY, INC. |
Document, Type | 8-K |
Document, Period End Date | Jun. 18, 2024 |
Entity, Incorporation, State or Country Code | DE |
Entity, File Number | 001-35703 |
Entity, Tax Identification Number | 77-0683487 |
Entity, Address, Address Line One | 10880 Wilshire Boulevard, Suite 2150 |
Entity, Address, City or Town | Los Angeles |
Entity, Address, State or Province | CA |
Entity, Address, Postal Zip Code | 90024 |
City Area Code | 424 |
Local Phone Number | 248-6500 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | PBYI |
Security Exchange Name | NASDAQ |
Entity, Emerging Growth Company | false |
Amendment Flag | false |
Entity, Central Index Key | 0001401667 |
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