UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 24, 2021, MannKind Corporation (the “Company”) entered into a Sixth Amendment to Supply Agreement (the “Sixth Amendment”) with Amphastar Pharmaceuticals, Inc. pursuant to which the parties agreed to, among other things, extend the term of the supply agreement an additional year (to December 31, 2027) and restructure the annual purchase commitments as follows:
| Calendar Year | Existing Supply Agreement As of March 31, 2021 |
Supply Agreement As Amended May 24, 2021 | ||
| 2021 |
€7.0 million | €3.3 million | ||
| 2022 |
€8.5 million | €5.4 million | ||
| 2023 |
€10.9 million | €8.8 million | ||
| 2024 |
€14.6 million | €14.6 million | ||
| 2025 |
€15.5 million | €15.5 million | ||
| 2026 |
€19.4 million | €19.4 million | ||
| 2027 |
— | €9.2 million |
In connection with Sixth Amendment, the Company is obligated to pay amendment fees of $1.0 million by June 30, 2021 and $1.0 million by January 31, 2022. The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is attached as Exhibit 99.1 to this report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following is a brief description of each matter voted upon at the Company’s 2021 Annual Meeting of Stockholders held on May 20, 2021 (the “Annual Meeting”), as well as the number of votes with respect to each matter.
The Company’s stockholders elected each of the nine individuals nominated by the Company’s Board of Directors to serve as directors until the next annual meeting of stockholders. The tabulation of votes in the election was as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||
| James S. Shannon |
89,344,422 | 3,381,248 | 76,432,098 | |||
| Michael E. Castagna |
88,305,390 | 4,420,280 | 76,432,098 | |||
| Ronald J. Consiglio |
88,177,675 | 4,547,995 | 76,432,098 | |||
| Michael A. Friedman |
86,572,366 | 6,153,304 | 76,432,098 | |||
| Jennifer Grancio |
89,433,957 | 3,291,713 | 76,432,098 | |||
| Anthony Hooper |
89,600,216 | 3,125,454 | 76,432,098 | |||
| Sabrina Kay |
89,366,179 | 3,359,491 | 76,432,098 | |||
| Kent Kresa |
88,019,089 | 4,706,581 | 76,432,098 | |||
| Christine Mundkur |
89,041,311 | 3,684,359 | 76,432,098 |
The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The tabulation of votes on this matter was as follows: shares voted for: 165,150,118; shares voted against: 3,579,170; shares abstaining: 428,480; and broker non-votes: 0.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 7, 2021. The tabulation of votes on this matter was as follows: shares voted for: 83,582,134; shares voted against: 7,850,095; shares abstaining: 1,293,441; and broker non-votes: 76,432,098.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1* | Sixth Amendment to Supply Agreement, dated May 24, 2021, by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
SIGNATURE
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.
| MANNKIND CORPORATION | ||||||
| Dated: May 25, 2021 | By: | /s/ David Thomson, Ph.D., J.D. | ||||
| David Thomson, Ph.D., J.D. | ||||||
| Corporate Vice President, General Counsel and Secretary | ||||||