Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(d) On December 16, 2019, Myriam J. Curet, M.D., was appointed to the board of
directors (the "Board") of Nektar Therapeutics, a Delaware corporation (the
"Company"), as a Class I Director whose initial term will end at our 2020 Annual
Meeting of Stockholders. Our board has determined that Dr. Curet is an
independent director as that term is defined by the Securities and Exchange
Commission and the Nasdaq Stock Market, Inc.
Dr. Curet currently serves as the Executive Vice President and Chief Medical
Officer of Intuitive Surgical. Prior to being promoted as Executive Vice
President and Chief Medical Officer in November 2017, Dr. Curet served as the
Chief Medical Advisor for Intuitive Surgical from December 2005 to February 2014
and as Intuitive Surgical's Senior Vice President and Chief Medical Officer from
February 2014 to November 2017. Dr. Curet also has a faculty position as
Professor of Surgery at Stanford University School of Medicine. Since October
2010, she has served as a Consulting Professor of Surgery at Stanford University
with a part time clinical appointment at the Palo Alto Veteran's Administration
Medical Center. She was also on the faculty at the University of New Mexico for
six years prior to joining the Stanford University in 2000. Dr. Curet, age 62,
received her M.D. from Harvard Medical School and completed her general surgery
residency program at the University of Chicago and completed her Surgical
Endoscopy fellowship at the University of New Mexico.
There are no arrangements or understandings between Dr. Curet and any other
persons pursuant to which she was selected as a director of the Company. There
are no current or proposed transactions between the Company and Dr. Curet or her
immediate family members that would require disclosure under Item 404(a) of
Regulation S-K promulgated by the Securities and Exchange Commission.
Dr. Curet will participate in the Company's Amended and Restated Compensation
Plan for Non-Employee Directors (the "Plan"), previously filed on February 29,
2016, with the Securities and Exchange Commission as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2015. Our non-employee directors are eligible to participate in the Plan.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 16, 2019, subsequent to a routine corporate governance review that
also included an assessment of the governance practices of peer companies, the
Board approved an amendment and restatement of the Amended and Restated Bylaws
of the Company (the "Bylaws"), effective immediately. The Bylaws were amended
and restated as follows:
Proxy Access. The Company amended Article III, Section 5A to provide that a
stockholder, or a group of no more than 20 stockholders, owning at least 3% of
Nektar's outstanding shares of common stock continuously for at least three
years may nominate and include in Nektar's proxy materials for an annual meeting
of stockholders, director nominees (the "Stockholder Nominees") constituting up
to two individuals or 20% of the Board, whichever is greater (the "Maximum
Number"), provided that that such Maximum Number of Stockholder Nominees shall
be reduced by the number of incumbent directors who were Stockholder Nominees
with respect to any of the preceding three annual meetings of stockholders, and
provided further that the Company may omit such Stockholder Nominee from its
proxy materials and communicate to its stockholders that such Stockholder
Nominee will not be eligible for election if such Stockholder Nominee received a
vote of less than 25% of the shares of common stock of the Company entitled to
vote for such Stockholder Nominee at one of the Company's two preceding annual
meetings of stockholders. Article III, Section 5A was further amended to provide
that the Stockholder Nominee must provide to the Secretary of the Company an
executed questionnaire required of the Company's other directors in order to be
eligible to be a nominee for election as a director of the Company.
The foregoing summary does not purport to be a complete description of the
amendments made to the Bylaws. It is qualified in its entirety by reference to
the Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Bylaws of Nektar Therapeutics, effective
December 12, 2019.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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