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
Date of report (Date of earliest event reported):
June 10, 2022 (
(Exact Name of Registrant as Specified in Charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including
area code: (
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:
| 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) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of the Stockholders of Nektar Therapeutics, a Delaware corporation (the “Company”), held on June 8, 2022 (the “Annual Meeting”), the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2022.
Proposal 1
Each of the individuals listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the board of directors of the Company (the “Board”) until the Company’s 2025 Annual Meeting of Stockholders.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Diana M. Brainard | 155,973,501 | 1,534,296 | 130,427 | 14,439,235 | ||||
| R. Scott Greer | 111,452,305 | 46,046,819 | 139,100 | 14,439,235 |
In addition to the directors elected above, Jeff Ajer, Robert B. Chess, Myriam J. Curet, Karin Eastham, Howard W. Robin and Roy A. Whitfield continue to serve as directors after the Annual Meeting.
Proposal 2
The proposal to approve an amendment to the Amended and Restated 2017 Performance Incentive Plan to increase the aggregate number of shares of Common Stock authorized for issuance thereunder by 5,000,000 shares was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 150,942,083 | 6,480,027 | 216,114 | 14,439,235 |
Proposal 3
The proposal to ratify the appointment, by the audit committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 168,176,428 | 3,707,885 | 193,146 | 0 |
Proposal 4
The proposal to approve the compensation of the Company’s Named Executive Officers, on a non-binding advisory basis, was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 130,982,076 | 26,344,578 | 311,570 | 14,439,235 |
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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 thereunto duly authorized.
| NEKTAR THERAPEUTICS | |||
| Date: | June 10, 2022 | By: | /s/ Mark A. Wilson |
| Mark A. Wilson | |||
| General Counsel and Secretary | |||
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