SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2020, Sorrento Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Sorrento Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), an amendment to the Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan (the “2019 Plan”) and the CEO Performance Award for Henry Ji. Ph.D. (the “Performance Award”).
The ESPP, the amendment to the 2019 Plan and the Performance Award had been previously approved, subject to stockholder approval, by the Compensation Committee of the Company’s Board of Directors. A summary of each of the ESPP, the 2019 Plan and the Performance Award was included in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on September 1, 2020 (the “Proxy Statement”). Each summary is qualified in its entirety by reference to the full text of the ESPP, the 2019 Plan and the Performance Award, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 16, 2020, the Company held the Meeting. At the Meeting, a total of 192,050,194 shares, or 74.6% of the Company’s common stock issued and outstanding as of the record date, were represented virtually or by proxy.
At the Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Proxy Statement.
Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as directors to serve until the Company’s 2021 Annual Meeting of Stockholders.
|Henry Ji, Ph.D.||88,266,373||1,705,434||102,078,387|
|Kim D. Janda, Ph.D.||83,374,981||6,596,826||102,078,387|
|Dr. Robin L. Smith||88,923,290||1,048,517||102,078,387|
|Yue Alexander Wu, Ph.D.||77,019,681||12,952,126||102,078,387|
Proposal No. 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020.
Proposal No. 3: To approve the Sorrento Therapeutics, Inc. 2020 Employee Stock Purchase Plan.
Proposal No. 4: To approve an amendment to the Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by 12,500,000 shares.
Proposal No. 5: To approve the CEO Performance Award for Henry Ji, Ph.D.
Pursuant to the votes cast standard, the votes were as follows:
Pursuant to the votes cast by holders of shares of the Company’s common stock that are not beneficially owned, directly or indirectly, by Dr. Ji standard, the votes were as follows:
Item 9.01. Financial Statements and Exhibits.
|10.1||Sorrento Therapeutics, Inc. 2020 Employee Stock Purchase Plan.|
|10.2||Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan.|
|10.3||Performance Stock Option Award Agreement, dated as of August 7, 2020, by and between Sorrento Therapeutics, Inc. and Henry Ji, Ph.D.|
|104||Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).|
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.
|SORRENTO THERAPEUTICS, INC.|
|Date: October 20, 2020||By:||/s/ Henry Ji, Ph.D.|
|Name: Henry Ji, Ph.D.|
|Title: President and Chief Executive Officer|