Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 29, 2010
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-24006
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94-3134940
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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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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(e) Compensatory Arrangements of Certain
Officers
The Board
of Directors (the “Board”) of Nektar Therapeutics, a Delaware corporation (the
“Company”), previously approved, subject to stockholder approval, an amendment
to the Company’s Employee Stock Purchase Plan (the “ESPP”) that would increase
the number of shares of the Company’s common stock reserved for issuance under
the ESPP by an additional 700,000 shares. According to the final results from
the Company’s 2010 Annual Meeting of Stockholders held on June 29, 2010 (the
“Annual Meeting”), the Company’s stockholders approved the amendment to the
ESPP. The foregoing description of the amendment is qualified in its entirety by
reference to the text of the amended and restated version of the ESPP, which is
filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07
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Submission
of Matters to a Vote of Security
Holders
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At the
Annual Meeting, Proposals 1, 2 and 3 described below were approved. The
proposals below are described in detail in the Company’s definitive proxy
statement dated May 20, 2010 for the Annual Meeting. Abstentions and broker
non-votes were counted for purposes of determining whether a quorum was present.
“For” votes and abstentions were counted for purposes of determining the votes
received in connection with each of Proposals 1, 2 and 3. In addition, broker
non-votes were counted for purposes of determining the votes received in
connection with Proposal 1 and Proposal 2, and “Against” votes were counted for
purposes of determining the votes received in connection with Proposal 2 and
Proposal 3.
The
results are as follows:
Proposal
1
The
individuals listed below received the highest number of affirmative votes of the
outstanding shares of the Company’s common stock present or represented by proxy
and voting at the Annual Meeting, in each case constituting a majority of the
total outstanding shares, and were elected at the Annual Meeting to serve on the
Board until the Company’s 2013 Annual Meeting of Stockholders.
Nominee
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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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R. Scott
Greer
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73,035,830
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0
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209,164
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12,587,034
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Christopher A.
Kuebler
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71,846,235
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0
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1,398,759
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12,587,034
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Lutz
Lingnau
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73,023,773
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0
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221,221
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12,587,034
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In
addition to the directors elected above, Robert B. Chess, Joseph J. Krivulka,
Howard W. Robin, Susan Wang, Roy A. Whitfield and Dennis L. Winger continued to
serve as directors after the Annual Meeting.
Proposal
2
The
proposal to amend the ESPP to increase the aggregate number of shares of common
stock available for issuance under the ESPP by 700,000 shares for a total
reserve of 1,500,000 shares, as described in the proxy materials. This proposal
was approved with approximately 98.6% of the shares present or represented and
voting at the Annual Meeting voting for the proposal and approximately 0.7% of
the shares present or represented and voting at the Annual Meeting voting
against the proposal.
For
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Against
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Abstain
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Broker Non-Votes
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72,235,623
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537,274
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472,097
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12,587,034
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Proposal
3
The
proposal to ratify the appointment, by the audit committee of the Board, of
Ernst & Young LLP as the independent registered public accounting firm for
the fiscal year ending December 31, 2010, as described in the proxy
materials. This proposal was approved with approximately 99.3% of the shares
present or represented and voting at the Annual Meeting voting for the proposal
and approximately 0.4% of the shares present or represented and voting at the
Annual Meeting voting against the proposal.
For
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Against
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Abstain
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85,259,337
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319,650
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253,041
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Item 9.01
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Financial Statements and
Exhibits
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Exhibit
No.
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Description
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10.1
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Employee Stock Purchase Plan, as
amended and restated
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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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NEKTAR
THERAPEUTICS
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Date:
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July 6, 2010
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By:
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/s/
Gil M. Labrucherie
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Gil
M. Labrucherie
General
Counsel and Secretary
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Employee Stock Purchase
Plan, as amended and
restated
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