SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2019
LANTHEUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|331 Treble Cove Road, North Billerica, MA||01862|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (978) 671-8001
|(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 (see General Instruction A.2. below):
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 Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) As previously announced and as further described under Item 5.07, Lantheus Holdings, Inc. (the Company) held its Annual Meeting of Stockholders (the Annual Meeting) on April 24, 2019. At the Annual Meeting, the Companys stockholders approved the fourth amendment (the Amendment to the Companys 2015 Equity Incentive Plan (as amended, the Plan) to increase the number of shares of the Corporations common stock available for awards under the plan by 825,000 shares. The Plans terms are substantially unchanged other than the increase in the shares available for awards.
A description of the material terms and conditions of the Plan appear on pages 35 through 43 of the Companys definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 15, 2019 and supplemented on April 5, 2019 (as supplemented, the 2019 Proxy) and are incorporated herein by reference. The amendment is attached as Exhibit 10.1 to this report and is incorporated into this Item 5.02(e) by reference.
|Item 5.07|| |
Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company was held on April 24, 2019. Set forth below is a brief description of each matter submitted to a vote of the Companys 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 Companys 2019 Proxy.
Proposal 1 Election of Directors
Each of the following nominees for Class I director was elected by the Companys stockholders to serve a three-year term until the 2022 Annual Meeting based on the following vote:
|Nominee||Votes For||Withheld||Broker Non-Votes|
Mary Anne Heino
Dr. Derace Shaffer
Proposal 2 Approval of Amendment to Lantheus Holdings, Inc. 2015 Equity Incentive Plan
The Amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 825,000 shares was approved by the Companys stockholders based on the following vote:
Proposal 3 Ratification of Appointment of Deloitte & Touche LLP
The appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified by the Companys stockholders based on the following vote:
|Item 9.01|| |
Financial Statements and Exhibits
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/ Michael P. Duffy|
Michael P. Duffy
General Counsel, Senior Vice President, Law and Public Policy, and Secretary
Date: April 26, 2019