UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 1,750,000 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 28, 2022. 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 18, 2022.
Proposal 1 – Election of Directors
Each of the following nominees for Class I director was elected by the Company’s stockholders to serve a three-year term until the 2025 Annual Meeting of Stockholders based on the following vote:
| Nominee |
Votes For | Withheld | Broker Non-Votes | |||||||||
| Mary Anne Heino |
57,283,279.42 | 1,963,136.06 | 3,788,727.00 | |||||||||
| Dr. Gérard Ber |
57,271,887.42 | 1,974,528.06 | 3,788,727.00 | |||||||||
| Samuel Leno |
42,680,059.42 | 16,566,356.06 | 3,788,727.00 | |||||||||
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 | |||
| 58,722,087.06 |
492,862.42 | 31,466.00 | 3,788,727.00 |
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 1,750,000 shares was approved by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 57,049,366.42 |
2,175,934.06 | 21,115.00 | 3,788,727.00 |
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, 2022 was ratified by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 62,465,116.42 |
556,991.06 | 13,035.00 | 0 |
Proposal 5 – Approve the stockholder proposal regarding proxy access.
The stockholder proposal regarding proxy access was not approved by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 19,849,700.25 |
38,973,763.72 | 422,951.50 | 3,788,727.00 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 10.1* | Sixth 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/ Daniel M. Niedzwiecki | |
| Name: | Daniel M. Niedzwiecki | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Date: May 2, 2022
Exhibit 10.1
Sixth 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 28, 2022.
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 the 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 10,930,277 (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. |
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