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 14, 2017 (June 12, 2017)
PUMA BIOTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35703 | 77-0683487 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10880 Wilshire Boulevard, Suite 2150
Los Angeles, California 90024
(Address of principal executive offices) (Zip Code)
(424) 248-6500
(Registrant’s telephone number, including area code)
N/A
(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)) |
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 ☐
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. |
Puma Biotechnology, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) on June 12, 2017. At the 2017 Annual Meeting, the Company’s stockholders approved an amendment to the Puma Biotechnology, Inc. 2011 Incentive Award Plan (the “Plan”) to add a limit on compensation payable to non-employee directors (such amendment, the “Director Limit Amendment”). The Director Limit Amendment had been adopted by the Company’s Board of Directors (the “Board”) on April 27, 2017. Additionally, at the 2017 Annual Meeting, the Company’s stockholders approved an amendment to the Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,000,000 shares (such amendment, the “Share Reserve Amendment”). The Share Reserve Amendment had been approved by the Board on April 27, 2017, subject to receiving stockholder approval at the 2017 Annual Meeting.
The terms and conditions of the Director Limit Amendment are described in the section entitled “Proposal 3 Approval of Third Amendment to the Puma Biotechnology, Inc. 2011 Incentive Award Plan” (the “Director Limit Stockholder Proposal”) and the terms and conditions of the Share Reserve Amendment are described in the section entitled “Proposal 4 Approval of Fourth Amendment to the Puma Biotechnology, Inc. 2011 Incentive Award Plan” (the “Share Reserve Stockholder Proposal”) in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2017. The descriptions of the terms and conditions of the Director Limit Amendment in the Director Limit Stockholder Proposal and the terms and conditions of the Share Reserve Amendment in the Share Reserve Stockholder Proposal do not purport to be complete descriptions of the Director Limit Amendment and the Share Reserve Amendment and are qualified in their entirety by reference to the complete texts of the Director Limit Amendment and the Share Reserve Amendment, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The 2017 Annual Meeting was held at 1:00 p.m. Pacific Daylight Time on June 12, 2017 at the Luxe Sunset Boulevard Hotel in Los Angeles, California.
(b) The following proposals were voted upon at the 2017 Annual Meeting and the final voting results with respect to each such proposal are set forth below:
| Proposal 1: | The stockholders elected the five nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2018, or until a successor has been duly elected and qualified or until their earlier resignation or removal. |
|
Nominee |
For |
Withheld |
Broker
|
|||
|
Alan H. Auerbach |
30,247,498 | 131,378 | 3,572,188 | |||
|
Jay M. Moyes |
23,210,641 | 7,168,235 | 3,572,188 | |||
|
Adrian M. Senderowicz |
25,891,823 | 4,487,053 | 3,572,188 | |||
|
Troy E. Wilson |
28,076,836 | 2,302,040 | 3,572,188 | |||
|
Frank E. Zavrl |
26,047,304 | 4,331,572 | 3,572,188 |
| Proposal 2: | The stockholders ratified the selection of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2017. |
|
For |
Against |
Abstain |
Broker
|
|||
|
33,828,861 |
94,979 | 27,224 | 0 |
| Proposal 3: | The stockholders approved the Director Limit Amendment. |
|
For |
Against |
Abstain |
Broker
|
|||
|
26,058,638 |
4,289,814 | 30,424 | 3,572,188 |
| Proposal 4: | The stockholders approved the Share Reserve Amendment. |
|
For |
Against |
Abstain |
Broker
|
|||
|
19,828,642 |
10,519,433 | 30,801 | 3,572,188 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Third Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan | |
| 10.2 | Fourth Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan | |
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.
| PUMA BIOTECHNOLOGY, INC. | ||||||
| Date: June 14, 2017 | By: | /s/ Alan H. Auerbach | ||||
| Alan H. Auerbach | ||||||
| Chief Executive Officer and President | ||||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 | Third Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan | |
| 10.2 | Fourth Amendment to Puma Biotechnology, Inc. 2011 Incentive Award Plan | |
Exhibit 10.1
THIRD AMENDMENT TO
PUMA BIOTECHNOLOGY, INC.
2011 INCENTIVE AWARD PLAN
This Third Amendment (“ Third Amendment ”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan (the “ Plan ”), is adopted by the Board of Directors (the “ Board ”) of Puma Biotechnology, Inc., a Delaware corporation (the “ Company ”), effective as of April 27, 2017 (the “ Effective Date ”). Capitalized terms used in this Third Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
| A. | The Company currently maintains the Plan. |
| B. | Pursuant to Section 13.1 of the Plan, the Board has the authority to amend the Plan at any time or from time to time. |
| C. | The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to include a limit on the awards granted to Non-Employee Directors (as defined in the Plan) (the “ Director Limit ”). |
AMENDMENT
The Plan is hereby amended as follows, effective as of the Effective Date:
| 1. | Section 2.17 . Article 2 of the Plan is hereby amended by adding a new Section 2.17, as follows: |
“2.17 “ Director Limit ” shall mean the limits applicable to Awards granted to Non-Employee Directors, as set forth in Section 3.5 hereof.”
| 2. | Section 3.5 . Article 3 of the Plan is hereby amended by adding a new Section 3.5, as follows: |
“ Non-Employee Director Award Limit . Notwithstanding any provision to the contrary in the Plan or in any other agreement, plan, policy or program regarding Non-Employee Director compensation, the sum of any cash compensation and the grant date fair value (determined as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards granted to a Non-Employee Director during any calendar year shall not exceed the amount equal to $1,000,000 (the “ Director Limit ”).”
| 3. | Section 4.5 . Section (d) of the first sentence of Section 4.5 is hereby deleted and replaced in its entirety with the following: |
“(d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (and any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however , that no such subplans and/or modifications shall increase the Share Limit, the Individual Award Limits or the Director Limit contained in Sections 3.1, 3.3 and 3.5 hereof, respectively;”
| 4. | This Third Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Plan. |
| 5. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
*****
I hereby certify that this Third Amendment was duly adopted by the Board of Directors of Puma Biotechnology, Inc. on April 27, 2017.
*****
Executed on this 13 th day of June, 2017.
| /s/ Alan H. Auerbach |
|
Alan H. Auerbach President, Chief Executive Officer and Secretary |
Exhibit 10.2
FOURTH AMENDMENT TO
PUMA BIOTECHNOLOGY, INC.
2011 INCENTIVE AWARD PLAN
This Fourth Amendment (“ Fourth Amendment ”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan (the “ Plan ”), is adopted by the Board of Directors (the “ Board ”) of Puma Biotechnology, Inc., a Delaware corporation (the “ Company ”), effective as of April 27, 2017 (the “ Effective Date ”). Capitalized terms used in this Fourth Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
| A. | The Company currently maintains the Plan. |
| B. | Pursuant to Section 13.1 of the Plan, (i) the Board has the authority to amend the Plan at any time or from time to time, and (ii) the Board has the authority to amend the Plan to increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan (the “ Share Limit ”), subject to approval by the stockholders of the Company twelve (12) months before or after such action. |
| C. | The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to (i) increase the Share Limit, (ii) amend the Plan’s share-counting provisions and (iii) prohibit the payment of dividends and dividend equivalents on an Award until the Award vests. |
AMENDMENT
The Plan is hereby amended as follows, effective as of the Effective Date, except as otherwise provided below:
1. Section 3.1(a) . The first sentence of Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following, subject to approval by the stockholders of the Company within twelve (12) months following the Effective Date:
“Subject to Sections 3.1(b), 13.1 and 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to twelve million five hundred twenty-nine thousand four hundred twelve (12,529,412) Shares (the “ Share Limit ”), all of which may be issued as Incentive Stock Options.”
2. Section 3.1(b). The first and second sentences of Section 3.1(b) are hereby deleted and replaced in their entirety with the following:
“Shares subject to an Award that is forfeited, expires or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement, shall be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 13.2 hereof). Notwithstanding anything to the contrary contained herein, the following Shares shall not be added back to the Share Limit and will not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Award; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options.”
3. Section 8.2. Section 8.2 is hereby amended by adding the following to the end of such section:
“Notwithstanding anything to the contrary herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. All such dividend payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.”
4. Section 9.2(a). The third sentence of Section 9.2 is hereby deleted and replaced in its entirety with the following:
“Notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award shall only be paid out to the Participant to the extent that the vesting conditions of the underlying Award are subsequently satisfied. All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator.”
5. This Fourth Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Plan; provided that the amendment to Section 3.1(a) shall be subject to approval by the stockholders of the Company within twelve (12) months of the Effective Date.
6. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
*****
I hereby certify that this Fourth Amendment was duly adopted by the Board of Directors of Puma Biotechnology, Inc. on April 27, 2017.
*****
I hereby certify that this Fourth Amendment was approved by the stockholders of Puma Biotechnology, Inc. on June 12, 2017.
Executed on this 13 th day of June, 2017.
| Puma Biotechnology, Inc. | ||
| By: | /s/ Alan H. Auerbach | |
|
Name: Alan H. Auerbach Title: President, Chief Executive Officer and Secretary |
||