UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):  i May 25, 2023

 

MannKind Corporation

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 000-50865		i 13-3607736
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

i 1 Casper Street  i Danbury,  i Connecticut		i 06810
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (818)  i 661-5000

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K):

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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   i ☐

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock		i MNKD		i The Nasdaq Stock Market LLC

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

As described under Item 5.07 below, at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 25, 2023, our stockholders, upon the recommendation of our Board of Directors (the “Board”), approved an amendment to the MannKind Corporation 2018 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 25,000,000 shares (the “2018 Plan Amendment”). The 2018 Plan Amendment became effective on May 25, 2023 upon the approval of the stockholders at the Annual Meeting. A description of the 2018 Plan Amendment is set forth under the heading “Description of the Amended EIP” contained in our Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 10, 2023 (the “Proxy Statement”).

In addition, at the Annual Meeting, our stockholders, upon the recommendation of the Board, approved an amendment to the MannKind Corporation 2004 Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder by 3,000,000 shares (the “ESPP Amendment”). The ESPP Amendment became effective on May 25, 2023 upon the approval of the stockholders at the Annual Meeting. A description of the ESPP Amendment is set forth under the heading “Description of the Amended Purchase Plan” contained in the Proxy Statement.

 

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 Annual Meeting, as well as the number of votes with respect to each matter.

 

•

Our stockholders elected each of the nine individuals nominated by the Board 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			120,466,214				5,375,351				67,839,620
Michael E. Castagna			119,010,873				6,830,692				67,839,620
Ronald J. Consiglio			118,677,433				7,164,132				67,839,620
Michael A. Friedman			119,208,993				6,632,572				67,839,620
Jennifer Grancio			119,774,463				6,067,102				67,839,620
Anthony Hooper			120,262,034				5,579,531				67,839,620
Sabrina Kay			119,780,005				6,061,560				67,839,620
Kent Kresa			117,879,629				7,961,936				67,839,620
Christine Mundkur			119,661,882				6,179,683				67,839,620

 

•

Our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 400,000,000 shares to 800,000,000 shares (the “Charter Amendment”). The tabulation of votes on this matter was as follows: shares voted for: 168,287,849; shares voted against: 24,834,996; shares abstaining: 558,340; and broker non-votes: 0.

On May 25, 2023, we filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is filed as Exhibit 3.1 to this report.

 

•

Our stockholders authorized an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the Charter Amendment. The tabulation of votes on this matter was as follows: shares voted for: 155,281,118; shares voted against: 37,609,890; shares abstaining: 790,177; and broker non-votes: 0.

 

•

Our stockholders approved the 2018 Plan Amendment. The tabulation of votes on this matter was as follows: shares voted for: 110,055,028; shares voted against: 14,963,771; shares abstaining: 822,766; and broker non-votes: 67,839,620.

•

Our stockholders approved the ESPP Amendment. The tabulation of votes on this matter was as follows: shares voted for: 115,262,477; shares voted against: 10,057,132; shares abstaining: 521,956; and broker non-votes: 67,839,620.

 

•

Our stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows: shares voted for: 113,431,647; shares voted against: 11,361,302; shares abstaining: 1,048,616; and broker non-votes: 67,839,620.

 

•

Our stockholders indicated, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers. The tabulation of votes on this matter was as follows: shares voted for one year: 119,905,166; shares voted for two years: 1,364,424; shares voted for three years: 3,349,206; shares abstaining: 1,222,769; and broker non-votes: 0.

In light of this result, we have decided to continue to hold a non-binding advisory vote on executive compensation on an annual basis until the next advisory vote on the frequency of non-binding votes on executive compensation.

 

•

Our stockholders ratified the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The tabulation of votes on this matter was as follows: shares voted for: 189,746,603; shares voted against: 3,117,234; shares abstaining: 817,348; and broker non-votes: 0.

 

Item 9.01

Financial Statements and Exhibits.

(d)

 

Exhibit Number		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation
104		The cover page of this report has been formatted in Inline XBRL.

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 30, 2023				By:		/s/ David Thomson, Ph.D., J.D.
						David Thomson, Ph.D., J.D.
						Executive Vice President, General Counsel and Secretary