Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements with Certain Officers.
The Board of Directors (the "Board") of Nektar Therapeutics, a Delaware
corporation (the "Company"), previously approved an amendment and restatement of
the Nektar Therapeutics 2017 Performance Incentive Plan (the "2017 Plan"),
subject to stockholder approval, to increase the available shares under the 2017
Plan, as amended and restated (the "Amended 2017 Plan"), by 10,900,000 shares
for a total share reserve of 19,200,000 shares. In addition, the amendment and
restatement modified the 2017 Plan to reflect the repeal of the
performance-based compensation exemption under Section 162(m) of the Internal
Revenue Code of 1986, as amended. As disclosed in Item 5.07 of this Current
Report on Form 8-K, the Company's stockholders approved the Amended 2017 Plan at
the Annual Meeting of Stockholders of the Company held on June 26, 2018 (the
The following summary of the Amended 2017 Plan is qualified in its entirety by
reference to the text of the Amended 2017 Plan, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
The Board or one or more committees appointed by the Board will administer the
Amended 2017 Plan. The Board has delegated general administrative authority for
the Amended 2017 Plan to the compensation committee of the Board. The
administrator of the Amended 2017 Plan has broad authority under the Amended
2017 Plan to, among other things, select participants and determine the type(s)
of award(s) that they are to receive, and determine the number of shares that
are to be subject to awards and the terms and conditions of awards, including
the price (if any) to be paid for the shares or the award.
Persons eligible to receive awards under the Amended 2017 Plan include directors
of the Company, officers or employees of the Company or any of its subsidiaries,
and certain consultants and advisors to the Company or any of its subsidiaries.
The maximum number of shares of the Company's common stock, par value $0.0001
per share ("Common Stock"), that may be issued or transferred pursuant to awards
under the Amended 2017 Plan equals 19,200,000 shares. Shares issued in respect
of any "full-value award" granted under the Amended 2017 Plan will be counted
against the share limit described in the preceding sentence as 1.50 shares for
every one share actually issued in connection with the award. For example, if
the Company granted 100 shares of Common Stock under the Amended 2017 Plan, 150
shares would be charged against the share limit with respect to that award. For
this purpose, a "full-value award" means any award granted under the plan other
than a stock option or stock appreciation right.
The following other limits are also contained in the Amended 2017 Plan: (1) the
maximum number of shares that may be delivered pursuant to options qualified as
incentive stock options granted under the plan is 19,200,000 shares; (2) the
maximum number of shares subject to options and stock appreciation rights that
are granted during any calendar year to any individual under the plan is
3,000,000 shares; (3) performance-based awards under Section 5.2 of the Amended
2017 Plan granted to a participant in any one calendar year will not provide for
payment of more than (a) in the case of awards payable only in cash and not
related to shares, $5,000,000, and (b) in the case of awards related to shares
(and in addition to options and stock appreciation rights which are subject to
the limit referred to above), 3,000,000 shares; and (4) the aggregate value of
cash compensation and the grant date fair value (computed in accordance with
generally accepted accounting principles) of shares of Common Stock that may be
paid or granted during any calendar year to any non-employee director shall not
exceed $1,200,000 for existing non-employee directors and $2,200,000 for new
The types of awards that may be granted under the Amended 2017 Plan include
stock options, stock appreciation rights, restricted stock, stock bonuses and
other forms of awards granted or denominated in Common Stock or units of Common
Stock, as well as certain cash bonus awards.
As is customary in incentive plans of this nature, each share limit and the
number and kind of shares available under the Amended 2017 Plan and any
outstanding awards, as well as the exercise or purchase prices of awards, and
performance targets under certain types of performance-based awards, are subject
to adjustment in the event of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends, or other similar events that
change the number or kind of shares outstanding, and extraordinary dividends or
distributions of property to the stockholders.
Item 5.07 Submission of Matters to a Vote of Security Holders
At 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 30, 2018.
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 until the Company's 2021 Annual Meeting of Stockholders.
Nominee For Against Abstain Broker Non-Votes
Jeff Ajer 140,999,178 827,183 126,420 13,373,797
Robert B. Chess 137,004,118 4,816,469 132,194 13,373,797
Roy A. Whitfield 134,045,472 7,671,584 235,725 13,373,797
In addition to the directors elected above, R. Scott Greer, Christopher A.
Kuebler, Lutz Lingnau, Howard W. Robin, and Dennis L. Winger continue to serve
as directors after the Annual Meeting.
The proposal to approve the Amended 2017 Plan to increase the aggregate number
of shares of Common Stock authorized for issuance thereunder by 10,900,000
shares to a total share reserve of 19,200,000 shares was approved with
approximately 95% of the shares present or represented and voting at the Annual
Meeting voting for the proposal and approximately 5% voting against the
For Against Abstain
134,318,917 7,507,246 126,618
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, 2018 was approved with approximately 99% of the
shares present or represented and voting at the Annual Meeting voting for the
proposal and approximately 1% voting against the proposal.
For Against Abstain
154,097,408 837,955 391,215
The proposal to approve the compensation of the Company's Named Executive
Officers, on a non-binding advisory basis, was approved with approximately 92%
of the shares present or represented and voting at the Annual Meeting voting for
the proposal and approximately 8% voting against the proposal.
For Against Abstain
129,678,867 11,907,345 366,569
Item 9.01 Financial Statements and Exhibits.
10.1 Nektar Therapeutics Amended and Restated 2017 Performance Incentive Plan
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