Current Report Filing (8-k)
June 24 2020 - 04:06PM
Edgar (US Regulatory)
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2020-06-22
2020-06-23
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 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): June 23, 2020
Momenta Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
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000-50797
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04-3561634
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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301 Binney Street, Cambridge, MA
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 491-9700
(Registrant’s telephone number,
including area code)
Not applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.0001 par value per share
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MNTA
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 ¨
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2020, the
Board of Directors (the “Board”) of Momenta Pharmaceuticals, Inc., a Delaware corporation (the ”Company”),
approved the amendment and restatement of the Company’s 2013 Incentive Award Plan (the “Amended and Restated 2013 Plan”),
subject to and effective upon stockholder approval. At the Company’s 2020 Annual Meeting of Stockholders, held on June 23,
2020 (the “Annual Meeting”), stockholders approved the Amended and Restated 2013 Plan. The Amended and Restated 2013
Plan (i) increases the number of shares of common stock available for issuance under the Amended and Restated 2013 Plan by 7,000,000
shares and (ii) extends the expiration date of the Amended and Restated 2013 Plan to April 1, 2030. For a description of the terms
and conditions of the Amended and Restated 2013 Plan, see “Summary of the Amended and Restated 2013 Plan” under “Proposal
Four—Approval of Amendment and Restatement of Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan” in the Company’s
Proxy Statement filed with the Securities and Exchange Commission on April 24, 2020, for the Annual Meeting (the “Proxy Statement”),
which description is incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s
Annual Meeting was held on June 23, 2020. Of the 117,708,448 shares of the Company’s common stock entitled to vote, 112,597,666
shares were present or represented by proxy at the Annual Meeting. The matters voted on at the Annual Meeting, and the voting results
for each matter, were as follows:
1. The
stockholders elected each of the two Class I nominees to the Company’s Board of Directors to hold office until the 2023
Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their respective
deaths, resignations or removals.
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For
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Against
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Abstain
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Broker Non-Votes
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Bruce L. Downey
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106,865,984
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1,165,295
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167,589
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4,398,798
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Georges Gemayel
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107,303,651
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727,627
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167,590
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4,398,798
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2. The
stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020.
For:
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111,723,491
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Against:
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705,227
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Abstain:
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168,948
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3. The
stockholders approved on an advisory, non-binding basis the compensation of the Company’s named executive officers.
For:
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105,475,049
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Against:
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2,505,217
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Abstain:
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218,602
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Broker Non-Votes:
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4,398,798
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4. The
stockholders approved the amendment and restatement of the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan.
For:
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104,184,254
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Against:
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3,840,419
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Abstain:
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174,195
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Broker Non-Votes:
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4,398,798
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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.
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MOMENTA PHARMACEUTICALS,
INC.
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Date: June 24, 2020
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By:
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/s/ Craig A. Wheeler
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Craig A. Wheeler
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President and Chief Executive Officer
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