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NKTR > SEC Filings for NKTR > Form 8-K on 27-Jun-2014All Recent SEC Filings

Show all filings for NEKTAR THERAPEUTICS

Form 8-K for NEKTAR THERAPEUTICS


27-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

The Board of Directors (the "Board") of Nektar Therapeutics, a Delaware corporation (the "Company"), previously approved, subject to stockholder approval, an amendment to the Company's Employee Stock Purchase Plan (the "ESPP") that would increase the number of shares of the Company's common stock reserved for issuance under the ESPP by an additional 1,000,000 shares. According to the final results from the Company's 2014 Annual Meeting of Stockholders held on June 25, 2014 (the "Annual Meeting"), the Company's stockholders approved the amendment to the ESPP. The foregoing description of the amendment is qualified in its entirety by reference to the text of the amended and restated version of the ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders held on June 25, 2014 (the "Annual Meeting"), the following actions were taken. The proposals below are described in detail in the Company's definitive proxy statement dated May 16, 2014 for the Annual Meeting.

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 until the 2017 Annual Meeting of Stockholders.

     Nominee             For        Against    Abstain   Broker Non-Votes
Joseph J. Krivulka   103,111,598    727,360    42,046       14,432,364
Howard W. Robin      103,052,718    786,563    41,723       14,432,364
Dennis L. Winger     102,721,892   1,117,148   41,964       14,432,364

In addition to the directors elected above, Robert B. Chess, R. Scott Greer, Christopher A. Kuebler, Lutz Lingnau, Susan Wang and Roy A. Whitfield continued to serve as directors after the Annual Meeting.

Proposal 2

The proposal to amend the ESPP to increase the aggregate number of shares of common stock available for issuance under the ESPP by 1,000,000 shares for a total reserve of 2,500,000 shares, as described in the proxy materials, was approved with approximately 97.5% of the shares present or represented and voting at the Annual Meeting voting for the proposal and approximately 2.4% of the shares present or represented and voting at the Annual Meeting voting against the proposal.

For Against Abstain Broker Non-Votes 101,295,218 2,522,148 63,638 14,432,364

Proposal 3

The proposal to ratify the appointment, by the audit committee of the Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2014, as described in the proxy materials, was approved with approximately 99.6% of the shares present or represented and voting at the Annual Meeting voting for the proposal and approximately 0.3% voting against the proposal.

For Against Abstain
117,857,287 389,789 66,292

Proposal 4

The proposal to approve the compensation of the Company's Named Executive Officers, on a non-binding advisory basis, was approved with approximately 98.9% of the shares present or represented and voting at the Annual Meeting voting for the proposal and approximately 1.0% voting against the proposal.

For Against Abstain Broker Non-Votes 102,779,675 1,019,755 81,574 14,432,364



Item 9.01 Financial Statements and Exhibits.

Exhibit
No. Description

10.1 Employee Stock Purchase Plan, as amended and restated

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