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 6, 2024 (
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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).
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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 5, 2024 (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 26, 2024.
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 2027 Annual Meeting of Stockholders.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Jeff Ajer | 89,572,592 | 5,310,752 | 5,112,487 | 46,683,689 | ||||||||||||
| Robert B. Chess | 87,385,092 | 7,518,984 | 5,091,755 | 46,683,689 | ||||||||||||
| Roy A. Whitfield | 85,885,290 | 8,993,582 | 5,116,959 | 46,683,689 | ||||||||||||
In addition to the directors elected above, Diana Brainard, R. Scott Greer and Howard W. Robin 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 8,000,000 shares was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 86,500,506 | 7,507,037 | 5,988,288 | 46,683,689 | |||||||||||
Proposal 3
The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 139,098,119 | 1,556,508 | 6,024,893 | 0 | |||||||||||
Proposal 4
The proposal to approve the non-binding advisory resolution regarding our executive compensation was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 87,037,178 | 6,730,748 | 6,227,905 | 46,683,689 | |||||||||||
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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 hereunto duly authorized.
| NEKTAR THERAPEUTICS | ||
| Date: June 6, 2024 | By: | /s/ Mark A. Wilson |
| Mark A. Wilson | ||
| Chief Legal Officer and Secretary | ||
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