UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| 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. 2015 Equity Incentive Plan was amended at the Annual Meeting (as defined below) to increase the number of shares of common stock reserved for issuance thereunder by 4,000,000 shares. A copy of the amendment to the plan is filed herewith as an exhibit 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 25, 2024. 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 15, 2024.
Proposal 1 – Election of Directors
Each of the following nominees for Class III director was elected by the Company’s stockholders to serve a three-year term until the 2027 Annual Meeting of Stockholders based on the following vote:
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Brian Markison | 55,050,264.70 | 2,972,256.00 | 84,921.00 | 4,929,820.86 | ||||
| Gary Pruden | 53,347,262.70 | 4,674,902.00 | 85,277.00 | 4,929,820.86 | ||||
| Dr. James H. Thrall | 37,950,899.56 | 20,017,407.14 | 139,135.00 | 4,929,820.86 |
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 | |||
| 56,633,104.66 | 1,349,898.04 | 124,439.00 | 4,929,820.86 |
Proposal 3 – Approval of an amendment to Lantheus Holdings, Inc. 2015 Equity Incentive Plan
The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 4,000,000 shares was approved by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 54,662,118.66 | 3,335,696.04 | 109,627.00 | 4,929,820.86 |
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, 2024 was ratified by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 62,428,177.56 | 521,644.00 | 87,441.00 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 10.1* | Seventh Amendment to Lantheus Holdings, Inc. 2015 Equity Incentive 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/ Eric Green | |
| Name: | Eric Green | |
| Title: | Vice President, Deputy General Counsel and Assistant Corporate Secretary | |
Date: April 29, 2024
Exhibit 10.1
Seventh Amendment to
Lantheus Holdings, Inc.
2015 Equity Incentive Plan
This Amendment (this “Amendment”) to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan, as in effect from time to time (the “Plan”), is dated as of April 25, 2024.
WHEREAS, pursuant to Section 16.2 of the Plan, the Compensation Committee desires to amend Section 4.1 of the Plan to increase the maximum number of shares of Common Stock that may be issued pursuant to Awards under the Plan;
NOW THEREFORE, it is hereby acknowledged and agreed that:
| 1. | Defined Terms. Capitalized terms used herein, but not otherwise defined herein, have their respective meanings ascribed to them in the Plan. |
| 2. | Amendment. Section 4.1 of the Plan shall be, and is, hereby amended and restated in its entirety as follows: |
Number of Shares Reserved. Subject to adjustment as provided in Section 4.5 hereof and subject to Section 15.10 hereof, the total number of shares of Common Stock that are reserved for issuance under the Plan shall be 14,930,277 (the “Share Reserve”); provided, that no more than twenty percent of the Share Reserve may be granted as Incentive Stock Options, subject to adjustment as provided in Section 4.5 hereof and the provisions of Sections 422 or 424 of the Code and any successor provisions; provided, further, that nothing in this Plan requires any percentage of Awards (or Shares underlying Awards) to be granted as Incentive Stock Options. Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided, that Awards that are required to be paid in cash pursuant to their terms shall not reduce the Share Reserve. Any shares of Common Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.
| 3. | Reference to and Effect on the Plan. Except as specifically amended hereby, the Plan shall remain in full force and effect and otherwise unmodified. All references in the Plan to the “Plan” shall mean the Plan as amended hereby. |
| 4. | Effectiveness. This Amendment is effective as of the date first written above. |
* * *
Document and Entity Information |
Apr. 25, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001521036 |
| Document Type | 8-K |
| Document Period End Date | Apr. 25, 2024 |
| Entity Registrant Name | LANTHEUS HOLDINGS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36569 |
| Entity Tax Identification Number | 35-2318913 |
| Entity Address, Address Line One | 201 Burlington Road |
| Entity Address, Address Line Two | South Building |
| Entity Address, City or Town | Bedford |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01730 |
| City Area Code | (978) |
| Local Phone Number | 671-8001 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.01 per share |
| Trading Symbol | LNTH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |