UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Lantheus Holdings, Inc. 2023 Employee Stock Purchase Plan (the “2023 Plan”) was approved at the Annual Meeting (as defined below). The material terms of the 2023 Plan were described in the Company’s (as defined below) definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2023, under the caption “Proposal 3: Approval of 2023 Employee Stock Purchase Plan,” which description is incorporated herein by reference and is qualified in its entirety by the full text of the 2023 Plan. A copy of the 2023 Plan is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Lantheus Holdings, Inc. (the “Company”) was held on April 27, 2023. Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders at the Annual Meeting and the final voting results for each matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 17, 2023.
Proposal 1 – Election of Directors
Each of the following nominees for Class II director was elected by the Company’s stockholders to serve a three-year term until the 2026 Annual Meeting of Stockholders based on the following vote:
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Minnie Baylor-Henry |
54,629,634.90 | 3,337,578.00 | 64,620.00 | 4,299,661.09 | ||||
| Heinz Mäusli |
54,520,267.90 | 3,458,880.00 | 52,685.00 | 4,299,661.09 | ||||
| Julie McHugh |
40,664,122.00 | 17,303,290.90 | 64,420.00 | 4,299,661.09 |
Proposal 2 – Approval, on an advisory basis, of the compensation paid to our named executive officers
The approval, on an advisory basis, of the compensation paid to our named executive officers was approved by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 56,744,221.90 | 1,207,246.00 | 80,365.00 | 4,299,661.09 |
Proposal 3 – Approval of the Lantheus Holdings, Inc. 2023 Employee Stock Purchase Plan.
The approval of the Lantheus Holdings, Inc. 2023 Plan was approved by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 57,911,119.90 | 86,952.00 | 33,761.00 | 4,299,661.09 |
Proposal 4 – Ratification of Appointment of Deloitte & Touche LLP
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 61,770,519.00 | 507,844.00 | 53,131.00 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 10.1* | Lantheus Holdings, Inc. 2023 Employee Stock Purchase Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
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.
| LANTHEUS HOLDINGS, INC. | ||
| By: | /S/ Daniel M. Niedzwiecki | |
| Name: | Daniel M. Niedzwiecki | |
| Title: | Chief Administrative Officer, General Counsel and Corporate Secretary | |
Date: May 1, 2023