0000906709 false 0000906709 2023-06-08 2023-06-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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 9, 2023 (June 8, 2023)

 

NEKTAR THERAPEUTICS

(Exact Name of Registrant as Specified in Charter)

 

Delaware   0-24006   94-3134940

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

455 Mission Bay Boulevard South

San Francisco, California 94158

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (415) 482-5300

  

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:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   NKTR   NASDAQ Global Select Market

 

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, 2023 (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 28, 2023.

 

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 2026 Annual Meeting of Stockholders.

 

Nominee  For  Against  Abstain  Broker Non-Votes
Myriam J. Curet  86,013,697  48,360,669  263,246  21,642,427
Howard W. Robin  131,440,338  2,940,207  257,067  21,642,427

 

In addition to the directors elected above, Jeff Ajer, Diana Brainard, Robert B. Chess, R. Scott Greer, 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 12,000,000 shares was approved with the following votes.

 

For  Against  Abstain  Broker Non-Votes
128,177,858  6,147,762  311,992  21,642,427

 

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, 2023 was approved with the following votes.

 

For  Against  Abstain  Broker Non-Votes
152,198,308  3,794,659  287,072  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
114,458,620  19,391,723  787,269  21,642,427

 

Proposal 5

  

The proposal to vote on the frequency with which the Company’s stockholders will be provided a vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers, received the following votes:

 

1 Year  2 Years  3 Years  Abstain  Broker Non-Votes
131,842,535  91,293  2,367,608  336,176  21,642,427

 

Based on the votes set forth above, the Company’s stockholders approved, on an advisory basis, “1 Year” as the preferred frequency of the stockholders’ non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers, as set forth in the Proxy Statement.

 

1

 

 

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 9, 2023 By: /s/ Mark A. Wilson
    Mark A. Wilson 
      Chief Legal Counsel and Secretary 

 

 

2