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).
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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. |
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 2,600,000 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, 2021. 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, 2021.
Proposal 1 – Election of Directors
Each of the following nominees for Class III director was elected by the Company’s stockholders to serve a three-year term until the 2024 Annual Meeting based on the following vote:
| Nominee |
Votes For | Withheld | Broker Non-Votes | |||||||||
| Brian Markison |
51,051,195.76 | 2,262,559.00 | 6,730,688.24 | |||||||||
| Gary Pruden |
51,309,094.76 | 2,004,660.00 | 6,730,688.24 | |||||||||
| Dr. James Thrall |
40,546,285.80 | 12,767,468.96 | 6,730,688.24 | |||||||||
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 | |||
| 48,767,237.47 |
2,041,652.29 | 2,504,865.00 | 6,730,688.24 |
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 2,600,000 shares.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 50,776,444.47 |
2,497,062.29 | 40,248.00 | 6,730,688.24 |
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, 2021 was ratified by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 59,358,760.00 |
668,679.00 | 17,004.00 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 10.1* | Fifth 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: April 29, 2021